Partners Financial Corporation 2006 Stock Incentive Plan



 Exhibit 10.3 
  

 PARTNERS FINANCIAL CORPORATION 
 2006 STOCK INCENTIVE PLAN 
  








 TABLE OF CONTENTS 
  

 

							
	 	 	 	  	 	  	Page
	 1.
	 	PURPOSE	  	1
	 2.
	 	DEFINITIONS	  	1
	 3.
	 	ADMINISTRATION OF THE PLAN	  	5
		 	 3.1.
	  	Board	  	5
		 	 3.2.
	  	Committee	  	5
		 	 3.3.
	  	Terms of Awards	  	7
		 	 3.4.
	  	No Liability	  	7
	 4.
	 	STOCK SUBJECT TO THE PLAN	  	7
	 5.
	 	EFFECTIVE DATE, DURATION AND AMENDMENTS	  	7
		 	 5.1.
	  	Effective Date	  	7
		 	 5.2.
	  	Term.	  	7
		 	 5.3.
	  	Amendment and Termination of the Plan	  	7
	 6.
	 	AWARD eligibility AND LIMITATIONS	  	8
		 	 6.1.
	  	Employees, Service Providers and Other Persons	  	8
		 	 6.2.
	  	Non-Employee Directors	  	8
		 	 6.3.
	  	Maximum Annual Grants	  	8
	 7.
	 	AWARD AGREEMENT	  	8
	 8.
	 	TERMS AND CONDITIONS OF OPTIONS	  	8
		 	 8.1.
	  	Option Price	  	8
		 	 8.2.
	  	Vesting	  	8
		 	 8.3.
	  	Term.	  	8
		 	 8.4.
	  	Termination of Service	  	9
		 	 8.5.
	  	Limitations on Exercise of Option	  	9
		 	 8.6.
	  	Method of Exercise	  	9
		 	 8.7.
	  	Rights of Holders of Options.	  	9
		 	 8.8.
	  	Delivery of Stock Certificates.	  	9
		 	 8.9.
	  	Transferability of Options.	  	9
		 	 8.10.
	  	Family Transfers.	  	9
		 	 8.11.
	  	Limitations on Incentive Stock Options	  	10
	 9.
	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	  	10
		 	 9.1.
	  	Right to Payment and Grant Price	  	10
		 	 9.2.
	  	Other Terms	  	10
	 10.
	 	FORM OF PAYMENT FOR OPTIONS	  	10
		 	 10.1.
	  	General Rule	  	10
		 	 10.2.
	  	Surrender of Stock.	  	11
		 	 10.3.
	  	Cashless Exercise	  	11
		 	 10.4.
	  	Other Forms of Payment	  	11
	 11.
	 	PERFORMANCE AWARDS	  	11
	 12.
	 	PARACHUTE LIMITATIONS	  	11
	 13.
	 	REQUIREMENTS OF LAW	  	12
		 	 13.1
	  	General	  	12
		 	 13.2.
	  	Rule 16b-3	  	12
	 14.
	 	EFFECT OF CHANGES IN CAPITALIZATION	  	12
		 	 14.1.
	  	Changes in Stock	  	12
		 	 14.2.
	  	Reorganization in Which the Company Is the Surviving Entity Which Does Not Constitute a Corporate Transaction.	  	13
		 	 14.3.
	  	Corporate Transaction	  	13
		 	 14.4.
	  	Adjustments.	  	14
		 	 14.5.
	  	No Limitations on Company	  	14
	 15.
	 	GENERAL PROVISIONS	  	14
		 	 15.1.
	  	Disclaimer of Rights	  	14

  

 - i - 









							
		 	 15.2.
	  	Nonexclusivity of the Plan	  	14
		 	 15.3.
	  	Withholding Taxes	  	14
		 	 15.4.
	  	Captions	  	15
		 	 15.5.
	  	Other Provisions	  	15
		 	 15.6.
	  	Number and Gender	  	15
		 	 15.7.
	  	Severability	  	15
		 	 15.8.
	  	Governing Law	  	15

  

 - ii - 








 PARTNERS FINANCIAL CORPORATION 
 2006 STOCK INCENTIVE PLAN 
 Partners Financial Corporation, a Florida
corporation (the “Company”), sets forth herein the terms of its 2006 Stock Incentive Plan (the “Plan”), as follows: 
 1. PURPOSE

 The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly
qualified officers, directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such
persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options and stock appreciation rights. Any of these awards may,
but need not, be made as performance awards to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as
provided herein. 
 2. DEFINITIONS 
 For
purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply: 
 2.1
“Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities
Act, including, without limitation, any Subsidiary. 
 2.2 “Award” means a grant of an Option or Stock Appreciation Right.

 2.3 “Award Agreement” means the written agreement between the Company and a Grantee that evidences and sets out the terms
and conditions of an Award. 
 2.4 “Board” means the Board of Directors of the Company. 
 2.5 “Cause” means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate,
(i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or an Affiliate; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or an Affiliate; or
(iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. 
 2.6
“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 
 2.7
“Committee” means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2. 
 2.8 “Company” means Partners Financial Corporation. 
 2.9 “Corporate Transaction” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the
Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including, without limitation, a merger or reorganization in which the Company is the
surviving entity) which results in any person or entity (other than persons who are stockholders or Affiliates immediately prior to the transaction) owning 50% or more of the combined voting power of all classes of stock of the Company. 

 

 - 3 - 








 2.10 “Effective Date” means July 17, 2006, the date that the Plan was approved by
the Board. 
 2.11 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

 2.12 “Fair Market Value” means the value of a share of Stock, determined as follows: If on the Grant Date or other
determination date, the Stock is listed on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of
Stock shall be the closing price of the Stock on such exchange or in such market (if there is more than one such exchange or market the Board shall determine the appropriate exchange or market) on the Grant Date (or if there is no such reported
closing price, the Fair Market Value shall be the average of the highest bid and lowest asked prices or of the high and low sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which
any sale shall have been reported. If on the Grant Date or other determination date, the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by
the Board in good faith in a manner consistent with Code Section 409A. 
 2.13 “Family Member” means a person who is a
spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of
the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these
persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent of the voting interests. 
 2.14 “Grant Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award,
(ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other date as may be specified by the Board. 
 2.15 “Grantee” means a person who receives or holds an Award under the Plan. 
 2.16 “Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, as amended
from time to time. 
 2.17 “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option. 

2.18 “Option” means an option to purchase one or more shares of Stock pursuant to the Plan. 
 2.19 “Option Price” means the exercise price for each share of Stock subject to an Option. 
 2.20 “Other Agreement” shall have the meaning set forth in Section 12 hereof. 
 2.21 “Outside Director” means a member of the Board who is not an officer or employee of the Company. 
 2.22 “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 11)
over a performance period of up to ten (10) years. 
 2.23 “Plan” means this Partners Financial Corporation 2006 Stock
Incentive Plan. 
 2.24 “Reporting Person” means a person who is required to file reports under Section 16(a) of the
Exchange Act. 
  

 - 4 - 








 2.25 “SAR Exercise Price” means the per share exercise price of an SAR granted to a
Grantee under Section 9 hereof. 
 2.26 “Securities Act” means the Securities Act of 1933, as now in effect or
as hereafter amended. 
 2.27 “Service” means service as a Service Provider to the Company or an Affiliate, including
advisory board members, if such a group of advisors is established. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such
Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Board, which determination shall
be final, binding and conclusive. 
 2.28 “Service Provider” means an employee, officer or director of the Company or an
Affiliate, or a consultant or adviser currently providing services to the Company or an Affiliate. 
 2.29 “Stock” means the
common stock, par value $ 0.01 per share, of the Company. 
 2.30 “Stock Appreciation Right” or “SAR”
means a right granted to a Grantee under Section 9 hereof. 
 2.31 “Subsidiary” means any “subsidiary
corporation” of the Company within the meaning of Section 424(f) of the Code. 
 2.32 “Ten Percent Stockholder”
means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied. 
 3. ADMINISTRATION OF THE PLAN 
 3.1. Board. 
 The Board shall have such
powers and authorities related to the administration of the Plan as are consistent with the Company’s articles of incorporation and bylaws and applicable law. The Board shall have full power and authority to take all actions and to make all
determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and
provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the
Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s articles of incorporation and bylaws and applicable law. The interpretation and construction by the Board of any provision of
the Plan, any Award or any Award Agreement shall be final, binding and conclusive. 
 3.2. Committee. 
 The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set
forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the articles of incorporation and bylaws of the Company and applicable law. 
 (i) Except as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the
Board to administer the Plan shall consist of 
  

 - 5 - 








 two or more Outside Directors of the Company who: (a) qualify as “outside directors”
within the meaning of Section 162(m) of the Code and, if the Company becomes a Reporting Person, who (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act. 
 (ii) The Board may also appoint one or
more separate committees of the Board, each composed of one or more directors of the Company who need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not officers or directors of the
Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all terms of such Awards. 
 In the event that the
Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent
permitted by law, the Committee may delegate its authority under the Plan to a member of the Board. 
 3.3. Terms of Awards.

 Subject to the other terms and conditions of the Plan, the Board shall have full and final authority to: 
  

	 	(i)	designate Grantees, 

  

	 	(ii)	determine the type or types of Awards to be made to a Grantee, 

  

	 	(iii)	determine the number of shares of Stock to be subject to an Award, 

 (iv) establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating
to the vesting, exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options), 
 (v) prescribe the form of each Award Agreement evidencing an Award, and 
 (vi) amend, modify, or supplement the terms of any outstanding Award. 
 Notwithstanding the foregoing, no
amendment, modification or supplement of any Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award. 
 The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of, or in conflict with, any employment agreement,
non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with
the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for
Cause as defined in the applicable Award Agreement or the Plan, as applicable. 
 Notwithstanding the foregoing, no amendment or modification
may be made to an outstanding Option or SAR which reduces the Option Price or SAR Exercise Price, either by lowering the Option Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a replacement Option or SAR with a
lower exercise price without the approval of the stockholders of the Company, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant to Section 14. 
  

 - 6 - 








 3.4. No Liability. 
 No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement. 
 4. STOCK SUBJECT TO THE PLAN 
 Subject to adjustment
as provided in Section 14 hereof, the number of shares of Stock available for issuance under the Plan shall be two hundred and twenty-five thousand (225,000). Stock issued or to be issued under the Plan shall be authorized but unissued
shares or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. If any shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Stock
subject thereto, then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture or termination, again be available for making Awards
under the Plan. 
 If the Option Price of any Option granted under the Plan, or if pursuant to Section 15.3 the withholding
obligation of any Grantee with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number of shares of Stock issued net of
the shares of Stock tendered or withheld shall be deemed issued for purposes of determining the maximum number of shares of Stock remaining available for issuance under the Plan. At the time of grant, shares of Stock covered by a SAR count one for
one against the shares pool total; provided, however, that upon exercise of a SAR that shares that are not delivered under the SAR shall again be treated as available for award under the Plan. 
 The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which
Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant to Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of
shares of Stock subject to Awards before and after the substitution. 
 5. EFFECTIVE DATE, DURATION AND AMENDMENTS 
 5.1. Effective Date. 
 The Plan shall
be effective as of the Effective Date, subject to approval of the Plan by the Company’s stockholders within one year of the Effective Date. Upon approval of the Plan by the stockholders of the Company as set forth above, all Awards made under
the Plan on or after the Effective Date shall be fully effective as if the stockholders of the Company had approved the Plan on the Effective Date. If the stockholders fail to approve the Plan within one year of the Effective Date, any Awards made
hereunder shall be null and void and of no effect. 
 5.2. Term. 
 The Plan shall terminate automatically ten (10) years after its adoption by the Board and may be terminated on any earlier date as provided in
Section 5.3. 
 5.3. Amendment and Termination of the Plan. 
 The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Awards have not been made.
An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. No Awards shall be made after termination of
the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan. 
  

 - 7 - 








 6. AWARD ELIGIBILITY AND LIMITATIONS 
 6.1. Employees, Service Providers and Other Persons. 
 Subject to this Section 6, Awards
may be made under the Plan to: (i) all employees, including officers of the Company and its Subsidiaries and (ii) any Service Provider to the Company or of any Affiliate, including any Service Provider who is an officer or director of the
Company, or of any Affiliate, as the Board shall determine and designate from time to time. The Board may, in its discretion, grant options to purchase shares of the Stock to each Non-Employee Director in accordance with Section 6.2
hereof. 
 6.2. Non-Employee Directors. 
 Options granted to Non-Employee Directors shall be Non-qualified Stock Options. The number of shares of Stock subject to an Option and the purchase price per share of Stock purchasable upon exercise of the Option
shall be determined by the Board. Non-Employee Directors are also eligible to be granted SARs. 
 6.3. Maximum Annual Grants.

 The maximum number of aggregate shares of Stock subject to Awards that may be granted in any calendar year under the Plan to a Grantee
shall be thirty thousand (30,000) shares (subject to adjustment as provided in Section 14 hereof). 
 7. AWARD AGREEMENT 

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine.
Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are
intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options. 
 8. TERMS AND CONDITIONS OF OPTIONS 
 8.1. Option Price. 
 The Option Price of each Option shall be fixed by the Board and stated in the Award Agreement evidencing such Option. The Option Price of each Option
shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to
be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock. 
 8.2. Vesting. 
 Subject to
Sections 8.3 and 14.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Board and stated in the Award Agreement. 
 8.3. Term. 
 Each Option granted under
the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the
Plan or as may be fixed by the Board and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to
be an Incentive Stock Option shall not be exercisable after the expiration of five years from its Grant Date. 
  

 - 8 - 








 8.4. Termination of Service. 
 Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the
Grantee’s Service; provided, however, in the event of termination for Cause, all outstanding Options and Awards shall expire upon termination. Such provisions shall be determined in the sole discretion of the Board, need not be
uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. 
 8.5. Limitations on Exercise of Option. 
 Notwithstanding any other provision of the Plan, in no event may any Option be
exercised, in whole or in part, prior to the date that the Plan is approved by the stockholders of the Company as provided herein or after the occurrence of an event referred to in Section 14 hereof which results in termination of the
Option. 
 8.6. Method of Exercise. 
 An Option that is exercisable may be exercised by the Grantee’s delivery to the Company of written notice of exercise on any business day, at the Company’s principal office, on the form specified by the
Company. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised plus the
amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at
any time shall be the lesser of (i) 100 shares or such lesser number set forth in the applicable Award Agreement and (ii) the maximum number of shares available for purchase under the Option at the time of exercise. 
 8.7. Rights of Holders of Options. 
 Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions
attributable to the subject shares of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided in Section 14 hereof, no adjustment shall
be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance. 
 8.8. Delivery of
Stock Certificates. 
 Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee
shall be entitled to the issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock subject to the Option. 
 8.9. Transferability of Options. 
 Except as provided in Section 8.10, during the lifetime
of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable or
transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution. 
 8.10. Family Transfers.

 If authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Option which is not an
Incentive Stock Option to any Family Member. For the purpose of this 
  

 - 9 - 








 Section 8.10, a “not for value” transfer is a transfer which is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property rights; or (iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. Following a transfer under this Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred
Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 hereof shall
continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4. 
 8.11. Limitations on Incentive Stock Options. 
 An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement;
and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time
during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

 9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS 
 9.1. Right to Payment and Grant Price. 
 A SAR shall confer on the Grantee to whom it is granted a
right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Board. The Award Agreement for a SAR shall specify the
grant price of the SAR, which shall be at least the Fair Market Value of a share of Stock on the date of grant. SARs may be granted in conjunction with all or part of an Option granted under the Plan or at any subsequent time during the term of such
Option, in conjunction with all or part of any other Award or without regard to any Option or other Award; provided, however, that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no
less than the Fair Market Value of one share of Stock on the SAR Grant Date. 
 9.2. Other Terms. 
 The Board shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole
or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of
exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Grantees, whether or not an SAR shall be in tandem or in combination with any other Award,
and any other terms and conditions of any SAR. All outstanding SARs, however, shall expire upon termination of the holder for Cause. 
 10. FORM OF
PAYMENT FOR OPTIONS 
 10.1. General Rule. 
 Payment of the Option Price for the shares purchased pursuant to the exercise of an Option shall be made in cash or in cash equivalents acceptable to the Company. 
  

 - 10 - 








 10.2. Surrender of Stock. 
 To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option may be made all or
in part through the tender to the Company of shares of Stock which shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender. 

10.3. Cashless Exercise. 
 With
respect to an Option, to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form
acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding
taxes described in Section 15.3. 
 10.4. Other Forms of Payment. 
 To the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to exercise of an Option may be made in any other
form that is consistent with applicable laws, regulations and rules. 
 11. PERFORMANCE AWARDS 
 The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as
may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any
Award subject to performance conditions. 
 12. PARACHUTE LIMITATIONS 
 Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or any Affiliate, except an agreement,
contract, or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a
“Benefit Arrangement”), if the Grantee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Stock or Stock Unit held by that Grantee and any right to receive any payment or other
benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under this Plan, all
Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Grantee under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a
“Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would
be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or
benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Grantee under any Other Agreement or any Benefit Arrangement would cause the Grantee to be considered to have received a Parachute Payment under this
Plan that would have the effect of decreasing the after-tax amount received by the Grantee as described in clause (ii) of the preceding sentence, then the Grantee shall have the right, in the Grantee’s sole discretion, to designate those
rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Grantee under this Plan be deemed to be a Parachute Payment.

  

 - 11 - 








 13. REQUIREMENTS OF LAW 
 13.1. General. 
 The Company shall not be required to sell or issue any shares of Stock under any
Award if the sale or issuance of such shares would constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental authority, including, without
limitation, any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under
any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option
pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of
termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or SAR, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by such Award, the Company
shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the
Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company
shall not be obligated to take any affirmative action in order to cause the exercise of an Option or SAR or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option or SAR shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option or SAR (under
circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption. 
 13.2. Rule 16b-3. 
 During any time
when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take
advantage of any features of, the revised exemption or its replacement. 
 14. EFFECT OF CHANGES IN CAPITALIZATION 
 14.1. Changes in Stock. 
 If the number
of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification, stock
split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the
Effective Date, the number and kinds of shares for which grants of Options and SARs may be made under the Plan shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in
outstanding Options or SARs shall not change the 
  

 - 12 - 








 aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion
of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an
increase in shares affected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets without receipt of consideration by
the Company, the Company may, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and SARs to reflect such
distribution. 
 14.2. Reorganization in Which the Company Is the Surviving Entity Which Does Not Constitute a Corporate Transaction.

 Subject to Section 14.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or
consolidation of the Company with one or more other entities which does not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number
of shares of Stock subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that
the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or
consolidation. Subject to any contrary language in an Award Agreement evidencing an Award, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or
consolidation. 
 14.3. Corporate Transaction. 
 Subject to the exceptions set forth in the last sentence of this Section 14.3 and the last sentence of Section 14.4, upon the occurrence of a Corporate Transaction, either of the following two
actions shall be taken: 
 (i) fifteen days prior to the scheduled consummation of a Corporate Transaction, all Options and SARs outstanding
hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or 
 (ii) the Board may elect, in
its sole discretion, to cancel any outstanding Awards of Options and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good
faith), equal to the product of the number of shares of Stock subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (A) the formula or fixed price per share paid to holders of shares of Stock
pursuant to such transaction exceeds (B) the Option Price or SAR Exercise Price applicable to such Award Shares. 
 With respect to the
Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of
the event, and (ii) upon consummation of any Corporate Transaction, the Plan, and all outstanding but unexercised Options and SARs shall terminate. The Board shall send written notice of an event that will result in such a termination to all
individuals who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders. This Section 14.3 shall not apply to any Corporate Transaction to the extent that provision is made in writing
in connection with such Corporate Transaction for the assumption or continuation of the Options and SARs, theretofore granted, or for the substitution for such Options and SARs for new common stock options and stock appreciation rights relating to
the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation right exercise prices, in which
event the Plan, Options, and SARs theretofore granted shall continue in the manner and under the terms so provided. 
  

 - 13 - 








 14.4. Adjustments. 
 Adjustments under this Section 14 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No
fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Board may provide in
the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 14.1, 14.2 and 14.3. 
 14.5. No Limitations on Company. 
 The
making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve,
or liquidate, or to sell or transfer all or any part of its business or assets. 
 15. GENERAL PROVISIONS 
 15.1. Disclaimer of Rights. 
 No
provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or
authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding
anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be
a director, officer, consultant or employee of the Company or an Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the
manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan. 
 15.2. Nonexclusivity of the Plan. 
 Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or
particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than under the Plan. 
 15.3. Withholding Taxes. 
 The Company or an Affiliate, as the case may be, shall have the right to
deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of
any shares of Stock upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the
Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate shares of
Stock already 
  

 - 14 - 








 owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to
such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A
Grantee who has made an election pursuant to this Section 15.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements. 
 15.4. Captions. 
 The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement. 
 15.5. Other Provisions. 
 Each Award
granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion. 
 15.6. Number and Gender. 
 With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc., as the context requires. 
 15.7. Severability.

 If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. 
 15.8. Governing Law. 
 The validity
and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Florida, other than any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction. 
 *    *    * 
  

 - 15 -