Exhibit 10.2


 


BIMINI MORTGAGE MANAGEMENT, INC.


 


2003 LONG TERM INCENTIVE COMPENSATION PLAN


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS.

  	
   

  
	
  2.

  	
  EFFECTIVE DATE AND TERMINATION OF PLAN.

  	
   

  
	
  3.

  	
  ADMINISTRATION OF PLAN.

  	
   

  
	
  4.

  	
  SHARES AND UNITS SUBJECT TO THE PLAN.

  	
   

  
	
  5.

  	
  PROVISIONS APPLICABLE TO STOCK OPTIONS.

  	
   

  
	
  6.

  	
  PROVISIONS APPLICABLE TO RESTRICTED STOCK.

  	
   

  
	
  7.

  	
  PROVISIONS APPLICABLE TO PHANTOM SHARES.

  	
   

  
	
  8.

  	
  PROVISIONS APPLICABLE TO DIVIDEND
  EQUIVALENT RIGHTS.

  	
   

  
	
  9.

  	
  OTHER STOCK-BASED AWARDS

  	
   

  
	
  10.

  	
  TAX
  WITHHOLDING.

  	
   

  
	
  11.

  	
  REGULATIONS AND APPROVALS.

  	
   

  
	
  12.

  	
  INTERPRETATION AND AMENDMENTS; OTHER RULES.

  	
   

  
	
  13.

  	
  CHANGES IN CAPITAL STRUCTURE.

  	
   

  



 


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BIMINI MORTGAGE MANAGEMENT, INC.


 


2003 LONG TERM INCENTIVE COMPENSATION PLAN


 


Bimini Mortgage Management, Inc., a Maryland corporation, wishes to
attract key employees, Directors and consultants to the Company and its
Subsidiaries and induce key employees, Directors and consultants to remain with
the Company and its Subsidiaries, and encourage them to increase their efforts
to make the Company’s business more successful whether directly or through its
Subsidiaries.  In furtherance thereof,
the Bimini Mortgage Management, Inc. 2003 Long Term Incentive Compensation Plan
is designed to provide equity-based incentives to key employees, Directors and
consultants of the Company and its Subsidiaries.  Awards under the Plan may be made to selected key employees,
Directors and consultants of the Company and its Subsidiaries in the form of
Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights or other
forms of equity-based compensation.  The
Plan is effective as of March 31, 2004 and is an amendment and complete
restatement of a predecessor hereto adopted effective December 18, 2003.


 


1.  DEFINITIONS.


 


Whenever used herein, the following terms shall have the meanings set
forth below:


 


“Award,” except where referring to a particular category of grant under
the Plan, shall include Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock, Phantom Shares and Dividend Equivalent Rights.


 


“Award Agreement” means a written agreement in a form approved by the
Committee to be entered into by the Company and the Participant as provided in
Section 3.


 


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


 


“Cause” means, unless otherwise provided in the Participant’s Award
Agreement, (i) engaging in (A) willful or gross misconduct or
(B) willful or gross neglect; (ii) repeatedly failing to adhere to the
directions of superiors or the Board or the written policies and practices of
the Company or its Subsidiaries or its affiliates; (iii) the commission of a
felony or a crime of moral turpitude, dishonesty, breach of trust or unethical
business conduct, or any crime involving the Company or its Subsidiaries, or
any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) a
material breach of the Participant’s employment agreement (if any) with the
Company or its Subsidiaries or its affiliates; (vi) acts or omissions
constituting a material failure to perform substantially and adequately the
duties assigned to the Participant,; (vi) any illegal act detrimental to the
Company or its Subsidiaries or its affiliates; or (vii) repeated failure to
adhere to the directions of the Board, to adhere to the Company’s policies and
practices or to devote substantially all of Participant’s business time and
efforts to the Company if required by Participant’s employment agreement;
provided, however, that, if at any particular time the Participant is subject
to an effective employment agreement with the Company, then, in lieu of the
foregoing definition, “Cause” shall at that time have such meaning as may be specified
in such employment agreement.


 


“Change in Control” shall mean the happening of any of the following:


 


(i)           any “person,”
including a “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act, but excluding the Company, any entity 


 

















 


controlling, controlled by or under common control with the Company,
any employee benefit plan of the Company or any such entity, and with respect
to any particular Participant, the Participant and any “group” (as such term is
used in Section 13(d)(3) of the Exchange Act) of which the Participant is a
member, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of either (A) the combined voting power of the
Company’s then outstanding securities or (B) the then outstanding Shares (in
either such case other than as a result of an acquisition of securities
directly from the Company); provided, however, that, in no event shall a Change
in Control be deemed to have occurred upon an initial public offering of the
Common Stock under the Securities Act; or


 


(ii)          any consolidation or
merger of the Company where the shareholders of the Company, immediately prior
to the consolidation or merger, would not, immediately after the consolidation
or merger, beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, shares representing in the aggregate 50%
or more of the combined voting power of the securities of the corporation
issuing cash or securities in the consolidation or merger (or of its ultimate
parent corporation, if any); or


 


(iii)         there shall occur
(A) any sale, lease, exchange or other transfer (in one transaction or a series
of transactions contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company, other than a sale or
disposition by the Company of all or substantially all of the Company’s assets
to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by “persons” (as defined above in Section (i)) in
substantially the same proportion as their ownership of the Company immediately
prior to such sale or (B) the approval by shareholders of the Company of any
plan or proposal for the liquidation or dissolution of the Company; or


 


(iv)        the members of the
Board at the beginning of any consecutive 24-calendar-month period (the
“Incumbent Directors”) cease for any reason other than due to death to
constitute at least a majority of the members of the Board; provided that any
director whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the members of
the Board then still in office who were members of the Board at the beginning
of such 24-calendar-month period, shall be deemed to be an Incumbent Director.


 


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


 


“Committee” means the Compensation Committee of the Board.


 


“Common Stock” means the Company’s Class A Common Stock, par value
$.001 per share, either currently existing or authorized hereafter.


 


“Company” means the Bimini Mortgage Management, Inc., a corporation.


 


“Director” means a non-employee director of the Company or it
Subsidiaries.


 


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“Disability”
means, unless otherwise provided by the Committee in the Participant’s Award
Agreement, a disability which renders the Participant incapable of performing
all of his or her material duties for a period of at least 180 consecutive or
non-consecutive days during any consecutive twelve-month period.


 


“Dividend
Equivalent Right” means a right awarded under Section 8 of the Plan to receive
(or have credited) the equivalent value (in cash or Shares of Common Stock) of
dividends declared on shares of Class A Common Stock otherwise subject to an
award.


 


“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


“Fair Market
Value” per Share as of a particular date means (i) if Shares are then listed on
a national stock exchange, the closing sales price per Share on the exchange
for the last preceding date on which there was a sale of Shares on such
exchange, as determined by the Committee, (ii) if Shares are not then listed on
a national stock exchange but are then traded on an over-the-counter market,
the average of the closing bid and asked prices for the Shares in such
over-the-counter market for the last preceding date on which there was a sale
of such Shares in such market, as determined by the Committee, or (iii) if
Shares are not then listed on a national stock exchange or traded on an
over-the-counter market, such value as the Committee in its discretion may in
good faith determine; provided that, where the Shares are so listed or traded,
the Committee may make such discretionary determinations where the Shares have
not been traded for 10 trading days.


 


“Grantee”
means an employee, Director or consultant granted Restricted Stock, Phantom
Shares or Dividend Equivalent Rights hereunder.


 


“Incentive
Stock Option” means an “incentive stock option” within the meaning of Section
422(b) of the Code.


 


“Non-Qualified Stock Option” means an Option which is not an Incentive
Stock Option.


 


“Option” means
the right to purchase, at a price and for the term fixed by the Committee in
accordance with the Plan, and subject to such other limitations and
restrictions in the Plan and the applicable Award Agreement, a number of Shares
determined by the Committee.


 


“Optionee”
means an employee or Director of, or consultant to, the Company to whom an
Option is granted, or the Successors of the Optionee, as the context so
requires.


 


“Option Price” means the exercise price per Share.


 


“Participant” means a Grantee or Optionee.


 


“Phantom
Share” means a right, pursuant to the Plan, of the Grantee to payment of the
Phantom Share Value.


 


“Phantom Share
Value,” per Phantom Share, means the Fair Market Value of a Share of Class A
Common Stock, or, if so provided by the Committee, such Fair Market Value to
the extent in excess of a base value established by the Committee at the time
of grant.


 


“Plan” means
the Company’s 2003 Long Term Incentive Compensation Plan, as set forth herein
and as the same may from time to time be amended.


 


“Restricted Stock” means an award of Shares that are subject to
restrictions hereunder.


 


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“Retirement”
means, unless otherwise provided by the Committee in the Participant’s Award
Agreement, the Termination of Service (other than for Cause) of a Participant
on or after the Participant’s attainment of age 65 or on or after the
Participant’s attainment of age 55 with five consecutive years of service with
the Company and or its Subsidiaries or its affiliates.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Settlement Date” means the date determined under Section 7.4(c).


 


“Shares” means shares of Class A Common Stock of the Company.


 


“Subsidiary”
means any corporation (other than the Company) that is a “subsidiary
corporation” with respect to the Company under Section 424(f) of the Code.  In the event the Company becomes a
subsidiary of another company, the provisions hereof applicable to subsidiaries
shall, unless otherwise determined by the Committee, also be applicable to any
company that is a “parent corporation” with respect to the Company under
Section 424(e) of the Code.


 


“Successor of
the Optionee” means the legal representative of the estate of a deceased
Optionee or the person or persons who shall acquire the right to exercise an
Option by bequest or inheritance or by reason of the death of the Optionee.


 


“Termination
of Service” means a Participant’s termination of employment or other service,
as applicable, with the Company and its Subsidiaries.  Cessation of service as an officer, employee, Director or
consultant shall not be treated as a Termination of Service if the Participant
continues without interruption to serve thereafter in another one (or more) of
such other capacities.


 


2.  EFFECTIVE DATE AND TERMINATION OF PLAN.


 


The effective
date of the Plan is December 1, 2003. 
The Plan shall not become effective unless and until it is approved by
the shareholders of the Company.  The
Plan shall terminate on, and no Award shall be granted hereunder on or after,
the 10-year anniversary of the earlier of the approval of the Plan by (i) the
Board or (ii) the shareholders of the Company; provided, however, that the
Board may at any time prior to that date terminate the Plan.


 


3.  ADMINISTRATION OF PLAN.


 


(a)  The Plan shall be administered by the Committee
appointed by the Board. The Committee, upon and after such time as it is
covered in Section 16 of the Exchange Act, 
shall consist of at least two individuals each of whom shall be a “nonemployee
director” as defined in Rule 16b-3 as promulgated by the Securities and
Exchange Commission (“Rule 16b-3”) under the Exchange Act and shall, at such
times as the Company is subject to Section 162(m) of the Code (to the extent
relief from the limitation of Section 162(m) of the Code is sought with respect
to Awards), qualify as “outside directors” for purposes of Section 162(m)
of the Code.  The acts of a majority of
the members present at any meeting of the Committee at which a quorum is present,
or acts approved in writing by a majority of the entire Committee, shall be the
acts of the Committee for purposes of the Plan.  If and to the extent applicable, no member of the Committee may
act as to matters under the Plan specifically relating to such member.  If no Committee is designated by the Board
to act for these purposes, the Board shall have the rights and responsibilities
of the Committee hereunder and under the Award Agreements.


 


(b)  Subject to the provisions of the Plan, the Committee
shall in its discretion as reflected by the terms of the Award Agreements (i)
authorize the granting of Awards to key employees, Directors and consultants of
the Company and its Subsidiaries; and (ii) determine the eligibility of an 


 


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employee, Director or
consultant to receive an Award, as well as determine the number of Shares to be
covered under any Award Agreement, considering the position and
responsibilities of the employee, Director or consultant, the nature and value
to the Company of the employee’s, Director’s or consultant’s present and
potential contribution to the success of the Company whether directly or
through its Subsidiaries and such other factors as the Committee may deem
relevant.  In the case of grants to Directors, the grants shall, unless otherwise
provided by the Board, be made and administered by the Board rather than the
Committee.


 


(c)  The Award Agreement shall contain such other terms,
provisions and conditions not inconsistent herewith as shall be determined by
the Committee.  In the event that any
Award Agreement or other agreement hereunder provides (without regard to this
sentence) for the obligation of the Company or any affiliate thereof to
purchase or repurchase Shares from an Participant or any other person, then, notwithstanding
the provisions of the Award Agreement or such other agreement, such obligation
shall not apply to the extent that the purchase or repurchase would not be
permitted under governing state law. 
The Participant shall take whatever additional actions and execute
whatever additional documents the Committee may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of the Plan and the Award Agreement.


 


(d)  Without limiting the generality of the Committee’s
discretion hereunder, the Committee may (subject to such considerations as may
arise under Section 16 of the Exchange Act, or under other corporate, securities
or tax laws) take any steps it deems appropriate, that are not inconsistent
with the purposes and intent of the Plan, to establish performance-based
criteria applicable to Awards otherwise permitted to be granted hereunder, and
to attempt to procure shareholder approval with respect thereto, to take into
account the provisions of Section 162(m) of the Code.


 


4.  SHARES AND UNITS SUBJECT TO THE PLAN.


 


4.1  In
General.


 


(a)  Subject to Section 4.2, and subject to adjustments as
provided in Section 13, the total number of Shares subject to Options granted
under the Plan, Shares of Restricted Stock and Phantom Shares granted under the
Plan, in the aggregate, may not exceed 4,000,000, or, if less, 10% of the
number of Shares outstanding from time to time.  Shares distributed under the Plan may be treasury Shares or
authorized but unissued Shares.  Any
Shares that have been granted as Restricted Stock or that have been reserved
for distribution in payment for Options or Phantom Shares but are later
forfeited or for any other reason are not payable under the Plan may again be
made the subject of Awards under the Plan.


 


(b)  Shares subject to Dividend Equivalent Rights, other than
Dividend Equivalent Rights based directly on the dividends payable with respect
to Shares subject to Options or the dividends payable on a number of Shares
corresponding to the number of Phantom Shares awarded, shall be subject to the
limitation of Section 4.1(a).


 


(c)  The certificates for Shares issued hereunder may include
any legend which the Committee deems appropriate to reflect any restrictions on
transfer hereunder or under the Award Agreement, or as the Committee may
otherwise deem appropriate.


 


4.2  Options.


 


Subject to
adjustments pursuant to Section 13, and subject to the last sentence of Section
4.1(a), Options with respect to an aggregate of no more than 4,000,000 Shares
may be granted under the 


 


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Plan, or, if less, 10% of the
number of Shares outstanding from time to time.  Subject to adjustments pursuant to Section 13, in no event may
any Optionee receive Options for more than 2,000,000 Shares over the life of
the Plan.  The aggregate Fair Market
Value, determined as of the date an Option is granted, of the Common Stock for
which any Optionee may be awarded Incentive Stock Options which are first
exercisable by the Optionee during any calendar year under the Plan (or any
other stock option plan required to be taken into account  under Section 422(d) of the Code) shall not
exceed $100,000.


 


5.  PROVISIONS APPLICABLE TO STOCK OPTIONS.


 


5.1  Grant
of Option.


 


Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: determine and designate from time
to time those key employees, Directors and consultants of the Company and its
Subsidiaries to whom Options are to be granted and the number of Shares to be
optioned to each employee, Director and consultant; (ii) determine whether to
grant Options intended to be Incentive Stock Options, or to grant Non-Qualified
Stock Options, or both (to the extent that any Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option); provided that Incentive Stock Options may only be granted to
employees; (iii) determine the time or times when and the manner and condition
in which each Option shall be exercisable and the duration of the exercise
period; (iv) designate each Option as one intended to be an Incentive Stock Option
or as a Non-Qualified Stock Option; and (v) determine or impose other
conditions to the grant or exercise of Options under the Plan as it may deem
appropriate.


 


5.2  Option
Price.


 


The Option
Price shall be determined by the Committee on the date the Option is granted
and reflected in the Award Agreement, as the same may be amended from time to
time.  Any particular Award Agreement
may provide for different exercise prices for specified amounts of Shares
subject to the Option.  The Option Price
with respect to each Incentive Stock Option, or other Option intended to
qualify for relief from the restrictions of Section 162(m) of the Code, shall
not be less than 100% (or, for Incentive Stock Options, 110%, in the case of an
individual described in Section 422(b)(6) of the Code (relating to certain 10%
owners)) of the Fair Market Value of a Share on the day the Option is granted.


 


5.3  Period
of Option and Vesting.


 


(a)  Unless earlier expired, forfeited or otherwise
terminated, each Option shall expire in its entirety upon the 10th anniversary
of the date of grant or shall have such other shorter term as is set forth in
the applicable Award Agreement (except that, in the case of an individual
described in Section 422(b)(6) of the Code (relating to certain 10% owners) who
is granted an Incentive Stock Option, the term of such Option shall be no more
than five years from the date of grant). 
The Option shall also expire, be forfeited and terminate at such times
and in such circumstances as otherwise provided hereunder or under the Award
Agreement.


 


(b)  Each Option, to the extent that the Optionee has not had
a Termination of Service and the Option has not otherwise lapsed, expired,
terminated or been forfeited, shall first become exercisable according to the
terms and conditions set forth in the Award Agreement, as determined by the
Committee at the time of grant. Unless otherwise determined by the Committee at
the time of the grant, such stock options shall vest ratably, in annual
installments, over a five-year period beginning on the date of the grant.  Unless otherwise provided in the Award
Agreement, no Option (or portion thereof) shall ever be exercisable if the
Optionee has a Termination of Service before the time at which such Option
would otherwise have become exercisable, and any Option that would otherwise
become exercisable after 


 


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such Termination of Service
shall not become exercisable and shall be forfeited upon such termination.  Notwithstanding the foregoing provisions of
this Section 5.3(b), Options exercisable pursuant to the schedule set forth by
the Committee at the time of grant may be fully or more rapidly exercisable or
otherwise vested at any time in the discretion of the Committee.  Upon and after the death of an Optionee,
such Optionee’s Options, if and to the extent otherwise exercisable hereunder
or under the applicable Award Agreement after the Optionee’s death, may be
exercised by the Successors of the Optionee.


 


5.4  Exercisability
Upon and After Termination of Optionee.


 


(a)  Subject to provisions of the Award Agreement, in the
event the Optionee has a Termination of Service other than by the Company or
its Subsidiaries for Cause, other than by the Optionee for any reason, or other
than by reason of death, Retirement or Disability, no exercise of an Option may
occur after the expiration of the three-month period to follow the termination,
or if earlier, the expiration of the term of the Option as provided under
Section 5.3(a); provided that, if the Optionee should die after the Termination
of Service, such termination being for a reason other than Disability or
Retirement, but while the Option is still in effect, the Option (if and to the
extent otherwise exercisable by the Optionee at the time of death) may be
exercised until the earlier of (i) one year from the date of the Termination of
Service of the Optionee, or (ii) the date on which the term of the Option
expires in accordance with Section 5.3(a).


 


(b)  Subject to provisions of the Award Agreement, in the
event the Optionee has a Termination of Service on account of death or
Disability or Retirement, the Option (whether or not otherwise exercisable) may
be exercised until the earlier of (i) one year from the date of the Termination
of Service of the Optionee, or (ii) the date on which the term of the Option
expires in accordance with Section 5.3.


 


(c)  Notwithstanding any other provision hereof, unless
otherwise provided in the Award Agreement, if the Optionee has a Termination of
Service by the Company for Cause, the Optionee’s Options, to the extent then
unexercised, shall thereupon cease to be exercisable and shall be forfeited
forthwith.


 


5.5  Exercise
of Options.


 


(a)  Subject to vesting, restrictions on exercisability and
other restrictions provided for hereunder or otherwise imposed in accordance
herewith, an Option may be exercised, and payment in full of the aggregate
Option Price made, by an Optionee only by written notice (in the form
prescribed by the Committee) to the Company specifying the number of Shares to
be purchased.


 


(b)  Without limiting the scope of the Committee’s discretion
hereunder, the Committee may impose such other restrictions on the exercise of
Incentive Stock Options (whether or not in the nature of the foregoing
restrictions) as it may deem necessary or appropriate.


 


(c)  If Shares acquired upon exercise of an Incentive Stock
Option are disposed of in a disqualifying disposition within the meaning of
Section 422 of the Code by an Optionee prior to the expiration of either two
years from the date of grant of such Option or one year from the transfer of
Shares to the Optionee pursuant to the exercise of such Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code, such
Optionee shall notify the Company in writing as soon as practicable thereafter
of the date and terms of such disposition and, if the Company (or any affiliate
thereof) thereupon has a tax-withholding obligation, shall pay to the Company
(or such affiliate) an amount equal to any withholding tax the Company (or
affiliate) is required to pay as a result of the disqualifying disposition.


 


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5.6  Payment.


 


(a)  The aggregate Option Price shall be paid in full upon
the exercise of the Option.  Payment
must be made by one of the following methods:


 


(i)           a certified or bank
cashier’s check;


 


(ii)          the proceeds of a
Company loan program or third-party sale program or a notice acceptable to the
Committee given as consideration under such a program, in each case if
permitted by the Committee in its discretion, if such a program has been
established and the Optionee is eligible to participate therein;


 


(iii)         if approved by the
Committee in its discretion, Shares of previously owned Common Stock, which
have been previously owned for more than six months, having an aggregate Fair
Market Value on the date of exercise equal to the aggregate Option Price; or


 


(iv)        by any combination of
such methods of payment or any other method acceptable to the Committee in its
discretion.


 


(b)  Except in the case of Options exercised by certified or
bank cashier’s check, the Committee may impose limitations and prohibitions on
the exercise of Options as it deems appropriate, including, without limitation,
any limitation or prohibition designed to avoid accounting consequences which
may result from the use of Common Stock as payment upon exercise of an Option.


 


(c)  The Committee may provide that no Option may be
exercised with respect to any fractional Share.  Any fractional Shares resulting from an Optionee’s exercise that
is accepted by the Company shall in the discretion of the Committee be paid in
cash.


 


5.7  Exercise
by Successors.


 


An Option may
be exercised, and payment in full of the aggregate Option Price made, by the
Successors of the Optionee only by written notice (in the form prescribed by
the Committee) to the Company specifying the number of Shares to be
purchased.  Such notice shall state that
the aggregate Option Price will be paid in full, or that the Option will be
exercised as otherwise provided hereunder, in the discretion of the Company or
the Committee, if and as applicable.


 


5.8  Nontransferability
of Option. 


 


Each Option
granted under the Plan shall be nontransferable by the Optionee except by will
or the laws of descent and distribution of the state wherein the Optionee is
domiciled at the time of his death; provided, however, that the Committee may
(but need not) permit other transfers, where the Committee concludes that such
transferability (i) does not result in accelerated U.S. federal income
taxation, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Section 422(b) of the Code, and (iii) is
otherwise appropriate and desirable.


 


5.9  Deferral.


 


The Committee
may establish a program under which Participants will have Phantom Shares
subject to Section 7 credited upon their exercise of Options, rather than
receiving Shares at that time.


 


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6.  PROVISIONS APPLICABLE TO RESTRICTED
STOCK.


 


6.1  Grant
of Restricted Stock.


 


Subject to the
other terms of the Plan, the Committee may, in its discretion as reflected by
the terms of the applicable Award Agreement: 
(i) authorize the granting of Restricted Stock to key employees,
Directors and consultants of the Company and its Subsidiaries; (ii) provide a specified purchase price for the Restricted
Stock (whether or not the payment of a purchase price is required by any state
law applicable to the Company); (iii) determine the restrictions
applicable to Restricted Stock and (iv) determine or impose other conditions to
the grant of Restricted Stock under the Plan as it may deem appropriate.
Restricted Stock may be awarded on an annual basis.


 


6.2  Certificates.


 


(a)  Each Grantee of Restricted Stock shall be issued a stock
certificate in respect of Shares of Restricted Stock awarded under the
Plan.  Such certificate shall be
registered in the name of the Grantee.  
Without limiting the generality of Section 4.1(c), the certificates for
Shares of Restricted Stock issued hereunder may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer hereunder
or under the Award Agreement, or as the Committee may otherwise deem
appropriate, and, without limiting the generality of the foregoing, shall bear
a legend referring to the terms, conditions, and restrictions applicable to
such Award, substantially in the following form:


 


The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the Bimini
Mortgage Management, Inc. 2003 Long Term Incentive Compensation Plan and an
Award Agreement entered into between the registered owner and Bimini Mortgage
Management, Inc.  Copies of such Plan
and Award Agreement are on file in the offices of Bimini Mortgage Management,
Inc., at 3305 Flamingo Drive, Suite 100, Vero Beach, Florida 32963.


 


(b)  The Committee shall require that the stock certificates
evidencing such Shares be held in custody by the Company until the restrictions
hereunder shall have lapsed, and that, as a condition of any Award of
Restricted Stock, the Grantee shall have delivered a stock power, endorsed in
blank, relating to the stock covered by such Award.  If and when such restrictions so lapse, the stock certificates
shall be delivered by the Company to the Grantee or his or her designee as
provided in Section 6.3.


 


6.3  Restrictions
and Conditions.


 


Unless
otherwise provided by the Committee, the Shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:


 


(i)            Subject to the provisions of the
Plan and the Award Agreements, during a period commencing with the date of such
Award and ending on the date the period of forfeiture with respect to such
Shares lapses, the Grantee shall not be permitted voluntarily or involuntarily
to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of
Restricted Stock awarded under the Plan (or have such Shares attached or
garnished).  Subject to the provisions
of the Award Agreements and clauses (iv) and (v) below, the period of
forfeiture with respect to Shares granted hereunder shall lapse as provided in
the applicable Award Agreement. 
Notwithstanding the foregoing, unless otherwise 


 


9

















 


expressly
provided by the Committee, the period of forfeiture with respect to such Shares
shall only lapse as to whole Shares.


 


(ii)           Subject to the provisions of the Plan
and Award Agreements, unless otherwise determined by the Committee at the time
of grant, the period of forfeiture described in clause (i) shall be a
three-year period, and restriction shall lapse ratably in annual installments
over the period.  In addition, unless
otherwise provided by the Committee at the time of the grant, 50% of each grant
of Restricted Stock granted pursuant to the Plan shall also be subject to the
Company’s achieving such financial hurdles, pre-determined by the Committee, as
the Committee may determine are applicable for each of the applicable three
years.


 


(iii)          Except as provided in the foregoing
clause (i), below in this clause (iii), or in Section 13, the Grantee shall
have, in respect of the Shares of Restricted Stock, all of the rights of a
shareholder of the Company, including the right to vote the Shares, and, except
as provided below, the right to receive any cash dividends.  The Committee may provide in the Award
Agreement that cash dividends on such Shares shall be held by the Company
(unsegregated as a part of its general assets) until the period of forfeiture
lapses (and forfeited if the underlying Shares are forfeited), and paid over to
the Grantee as soon as practicable after such period lapses (if not forfeited),
or alternatively may provide for other treatment of such dividends (including
without limitation the crediting of Phantom Shares in respect of dividends or
other deferral provisions). 
Certificates for Shares (not subject to restrictions hereunder) shall be
delivered to the Grantee or his or her designee promptly after, and only after,
the period of forfeiture shall lapse without forfeiture in respect of such
Shares of Restricted Stock.


 


(iv)          Except if otherwise provided in the
applicable Award Agreement, and subject to clause (v) below, if the Grantee has
a Termination of Service by the Company and its Subsidiaries for Cause, or by
the Grantee for any reason, during the applicable period of forfeiture, then
(A) all Shares still subject to restriction shall thereupon, and with no
further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and
in no event more than 30 days) after such termination an amount equal to the
lesser of (x) the amount paid by the Grantee for such forfeited Restricted
Stock as contemplated by Section 6.1, and (y) the Fair Market Value on the date
of termination of the forfeited Restricted Stock.


 


(v)           Subject to the provisions of the
Award Agreement, in the event the Grantee has a Termination of Service on
account of death or Disability or Retirement during the applicable period of
forfeiture, then restrictions under the Plan will immediately lapse on all
Restricted Stock granted to the applicable Grantee.


 


7.  PROVISIONS APPLICABLE TO PHANTOM SHARES.


 


7.1  Grant
of Phantom Shares.


 


Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the applicable Award Agreement: 
(i) authorize the granting of Phantom Shares to key employees, Directors
and consultants of the Company and its Subsidiaries and (ii) determine or
impose other conditions to the grant of Phantom Shares under the Plan as it may
deem appropriate.


 


10

















 


7.2  Term.


 


The Committee
may provide in an Award Agreement that any particular Phantom Share shall
expire at the end of a specified term.


 


7.3  Vesting.


 


Phantom Shares
shall vest as provided in the applicable Award Agreement.


 


7.4  Settlement
of Phantom Shares.


 


(a)  Each vested and outstanding Phantom Share shall be
settled by the transfer to the Grantee of one Share; provided that, the
Committee at the time of grant may provide that a Phantom Share may be settled
(i) in cash at the applicable Phantom Share Value, (ii) in cash or by transfer
of Shares as elected by the Grantee in accordance with procedures established
by the Committee or (iii) in cash or by transfer of Shares as elected by the
Company.


 


(b)  Each Phantom Share shall be settled with a single-sum
payment by the Company; provided that, with respect to Phantom Shares of a
Grantee which have a common Settlement Date, the Committee may permit the
Grantee to elect in accordance with procedures established by the Committee to
receive installment payments over a period not to exceed 10 years.


 


(c)          (i)            The Settlement Date with respect to
a Grantee is the first day of the month to follow the Grantee’s Termination of
Service, provided that a Grantee may elect, in accordance with procedures to be
adopted by the Committee, that such Settlement Date will be deferred as elected
by the Grantee to a time permitted by the Committee under procedures to be
established by the Committee.  Unless
otherwise determined by the Committee, elections under this Section 7.4(c)(i)
must be made at least six months before, and in the year prior to the year in
which, the Settlement Date would occur in the absence of such election.


 


(ii)          Notwithstanding
Section 7.4(c)(i), the Committee may provide that distributions of Phantom
Shares can be elected at any time in those cases in which the Phantom Share
Value is determined by reference to Fair Market Value to the extent in excess
of a base value, rather than by reference to unreduced Fair Market Value.


 


(iii)         Notwithstanding the
foregoing, the Settlement Date, if not earlier pursuant to this Section 7.4(c),
is the date of the Grantee’s death.


 


(d)  Notwithstanding the other provisions of this Section 7,
in the event of a Change in Control, the Settlement Date shall be the date of
such Change in Control and all amounts due with respect to Phantom Shares to a
Grantee hereunder shall be paid as soon as practicable (but in no event more
than 30 days) after such Change in Control, unless such Grantee elects
otherwise in accordance with procedures established by the Committee.


 


(e)  Notwithstanding any other provision of the Plan, a
Grantee may receive any amounts to be paid in installments as provided in
Section 7.4(b) or deferred by the Grantee as provided in Section 7.4(c) in the
event of an “Unforeseeable Emergency.” 
For these purposes, an “Unforeseeable Emergency,” as determined by the
Committee in its sole discretion, is a severe financial hardship to the Grantee
resulting from a sudden and unexpected illness or accident of the Grantee or
“dependent,” as defined in Section 152(a) of the Code, of the Grantee, loss of
the Grantee’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Grantee.  The circumstances that
will constitute an Unforeseeable Emergency will depend 


 


11

















 


upon the facts of each case,
but, in any case, payment may not be made to the extent that such hardship is
or may be relieved:


 


(i)           through
reimbursement or compensation by insurance or otherwise,


 


(ii)          by liquidation of
the Grantee’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or


 


(iii)         by future cessation
of the making of additional deferrals under Section 7.4 (b) and (c).


 


Without limitation, the need to
send a Grantee’s child to college or the desire to purchase a home shall not
constitute an Unforeseeable Emergency. 
Distributions of amounts because of an Unforeseeable Emergency shall be
permitted to the extent reasonably needed to satisfy the emergency need.


 


7.5  Other
Phantom Share Provisions.


 


(a)  Rights to payments with respect to Phantom Shares
granted under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment,
garnishment, levy, execution, or other legal or equitable process, either
voluntary or involuntary; and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, attach or garnish, or levy or execute on
any right to payments or other benefits payable hereunder, shall be void.


 


(b)  A Grantee may designate in writing, on forms to be
prescribed by the Committee, a beneficiary or beneficiaries to receive any
payments payable after his or her death and may amend or revoke such
designation at any time.  If no
beneficiary designation is in effect at the time of a Grantee’s death, payments
hereunder shall be made to the Grantee’s estate.  If a Grantee with a vested Phantom Share dies, such Phantom Share
shall be settled and the Phantom Share Value in respect of such Phantom Shares
paid, and any payments deferred pursuant to an election under Section 7.4(c)
shall be accelerated and paid, as soon as practicable (but no later than 60
days) after the date of death to such Grantee’s beneficiary or estate, as
applicable.


 


(c)  The Committee may establish a program under which
distributions with respect to Phantom Shares may be deferred for periods in
addition to those otherwise contemplated by foregoing provisions of this
Section 7.  Such program may include,
without limitation, provisions for the crediting of earnings and losses on
unpaid amounts, and, if permitted by the Committee, provisions under which
Participants may select from among hypothetical investment alternatives for
such deferred amounts in accordance with procedures established by the
Committee.


 


(d)  Phantom Shares (including for purposes of this Section
7.5(d) any accounts established to facilitate the implementation of Section
7.4(c)), are solely a device for the measurement and determination of the
amounts to be paid to a Grantee under the Plan.  Each Grantee’s right in the Phantom Shares is limited to the right
to receive payment, if any, as may herein be provided.  The Phantom Shares do not constitute Common
Stock and shall not be treated as (or as giving rise to) property or as a trust
fund of any kind; provided, however, that the Company may establish a mere
bookkeeping reserve to meet its obligations hereunder or a trust or other
funding vehicle that would not cause the Plan to be deemed to be funded for tax
purposes or for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended.  The right of
any Grantee of Phantom Shares to receive payments by virtue of participation in
the Plan shall be no greater than the right of any unsecured general creditor
of the Company.


 


12

















 


(e)  Notwithstanding any other provision of this Section 7,
any fractional Phantom Share will be paid out in cash at the Fair Market Value
as of the Settlement Date.


 


(f)  Nothing contained in the Plan shall be construed to give
any Grantee any rights with respect to Shares or any ownership interest in the
Company.  Except as may be provided in
accordance with Section 8, no provision of the Plan shall be interpreted to
confer upon any Grantee any voting, dividend or derivative or other similar
rights with respect to any Phantom Share.


 


7.6  Claims
Procedures.


 


(a)  The Grantee, or his beneficiary hereunder or authorized
representative, may file a claim for payments with respect to Phantom Shares
under the Plan by written communication to the Committee or its designee.  A claim is not considered filed until such
communication is actually received. 
Within 90 days (or, if special circumstances require an extension of
time for processing, 180 days, in which case notice of such special
circumstances should be provided within the initial 90-day period) after the
filing of the claim, the Committee will either:


 


(i)           approve the claim
and take appropriate steps for satisfaction of the claim; or


 


(ii)          if the claim is
wholly or partially denied, advise the claimant of such denial by furnishing to
him a written notice of such denial setting forth (A) the specific reason or
reasons for the denial; (B) specific reference to pertinent provisions of the
Plan on which the denial is based and, if the denial is based in whole or in
part on any rule of construction or interpretation adopted by the Committee, a
reference to such rule, a copy of which shall be provided to the claimant; (C)
a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of the reasons why such
material or information is necessary; and (D) a reference to this Section 7.6
as the provision setting forth the claims procedure under the Plan.


 


(b)  The claimant may request a review of any denial of his
claim by written application to the Committee within 60 days after receipt of
the notice of denial of such claim. 
Within 60 days (or, if special circumstances require an extension of
time for processing, 120 days, in which case notice of such special circumstances
should be provided within the initial 60-day period) after receipt of written
application for review, the Committee will provide the claimant with its
decision in writing, including, if the claimant’s claim is not approved,
specific reasons for the decision and specific references to the Plan
provisions on which the decision is based.


 


8.  PROVISIONS APPLICABLE TO DIVIDEND
EQUIVALENT RIGHTS.


 


8.1  Grant
of Dividend Equivalent Rights.


 


Subject to the
other terms of the Plan, the Committee shall, in its discretion as reflected by
the terms of the Award Agreements, authorize the granting of Dividend
Equivalent Rights to key employees, Directors and consultants of the Company
and its Subsidiaries based on the dividends declared on Common Stock, to be
credited as of the dividend payment dates, during the period between the date
an Award is granted, and the date such Award is exercised, vests or expires, as
determined by the Committee.  Such
Dividend Equivalent Rights shall be converted to cash or additional Shares of
Common Stock by such formula and at such time and subject to such limitation as
may be determined by the Committee. 
With respect to Dividend Equivalent Rights granted with respect to
Options intended to be 


 


13

















 


qualified performance-based
compensation for purposes of Section 162(m) of the Code, such Dividend
Equivalent Rights shall be payable regardless of whether such Option is
exercised.  If a Dividend Equivalent
Right is granted in respect of another Award hereunder, then, unless otherwise
stated in the Award Agreement, in no event shall the Dividend Equivalent Right
be in effect for a period beyond the time during which the applicable portion
of the underlying Award is in effect.


 


8.2  Certain
Terms.


 


(a)  The term of a Dividend Equivalent Right shall be set by
the Committee in its discretion.


 


(b)  Unless otherwise determined by the Committee, a Dividend
Equivalent Right is exercisable or payable only while the Participant is an
employee, Director or consultant.


 


(c)  Payment of the amount determined in accordance with
Section 8.1 shall be in cash, in Common Stock or a combination of the both, as
determined by the Committee.


 


(d)  The Committee may impose such employment-related
conditions on the grant of a Dividend Equivalent Right as it deems appropriate
in its discretion.


 


8.3  Other
Types of Dividend Equivalent Rights.


 


The Committee
may establish a program under which Dividend Equivalent Rights of a type not
described in the foregoing provisions of this Section 8 may be granted to Participants.  For example, and without limitation, the
Committee may grant a dividend equivalent right in respect of each Share
subject to an Option or with respect to a Phantom Share, which right would
consist of the right (subject to Section 8.4) to receive a cash payment in an
amount equal to the dividend distributions paid on a Share from time to time.


 


8.4  Deferral.


 


(a)  The Committee may establish a program under which
Participants (i) will have Phantom Shares credited, subject to the terms of
Sections 7.4 and 7.5 as though directly applicable with respect thereto, upon
the granting of Dividend Equivalent Rights, or (ii) will have payments with
respect to Dividend Equivalent Rights deferred.


 


(b)  The Committee may establish a program under which distributions
with respect to Dividend Equivalent Rights may be deferred.  Such program may include, without
limitation, provisions for the crediting of earnings and losses on unpaid
amounts, and, if permitted by the Committee, provisions under which Participants
may select from among hypothetical investment alternatives for such deferred
amounts in accordance with procedures established by the Committee.


 


9.  OTHER STOCK-BASED AWARDS


 


The Board
shall have the right to grant other Awards based upon the Common Stock having
such terms and conditions as the Board may determine, including the grant of
shares based upon certain conditions, the grant of securities convertible into
Common Stock and the grant of stock appreciation rights.  The provisions of Section 13 and other
provisions of the Plan applicable to types of Awards specifically provided for
under the Plan shall be applied in the discretion of the Committee with
appropriate adjustment to Awards under this Section 9.


 


14

















 


10.  TAX WITHHOLDING.


 


10.1  In
General.


 


The Company
shall be entitled to withhold from any payments or deemed payments any amount
of tax withholding determined by the Committee to be required by law.  Without limiting the generality of the foregoing,
the Committee may, in its discretion, require the Participant to pay to the
Company at such time as the Committee determines the amount that the Committee
deems necessary to satisfy the Company’s obligation to withhold federal, state
or local income or other taxes incurred by reason of (i) the exercise of any
Option, (ii) the lapsing of any restrictions applicable to any Restricted
Stock, (iii) the receipt of a distribution in respect of Phantom Shares or
Dividend Equivalent Rights or (iv) any other applicable income-recognition
event (for example, an election under Section 83(b) of the Code).


 


10.2  Share
Withholding.


 


(a)  Upon exercise of an Option, the Optionee may, if
approved by the Committee in its discretion, make a written election to have
Shares then issued withheld by the Company from the Shares otherwise to be
received, or to deliver previously owned Shares, in order to satisfy the
liability for such withholding taxes. 
In the event that the Optionee makes, and the Committee permits, such an
election, the number of Shares so withheld or delivered shall have an aggregate
Fair Market Value on the date of exercise sufficient to satisfy the applicable
withholding taxes.  Where the exercise
of an Option does not give rise to an obligation by the Company to withhold
federal, state or local income or other taxes on the date of exercise, but may
give rise to such an obligation in the future, the Committee may, in its
discretion, make such arrangements and impose such requirements as it deems necessary
or appropriate.


 


(b)  Upon lapsing of restrictions on Restricted Stock (or
other income-recognition event), the Grantee may, if approved by the Committee
in its discretion, make a written election to have Shares withheld by the
Company from the Shares otherwise to be released from restriction, or to
deliver previously owned Shares (not subject to restrictions hereunder), in
order to satisfy the liability for such withholding taxes.  In the event that the Grantee makes, and the
Committee permits, such an election, the number of Shares so withheld or
delivered shall have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.


 


(c)  Upon the making of a distribution in respect of Phantom
Shares or Dividend Equivalent Rights, the Grantee may, if approved by the
Committee in its discretion, make a written election to have amounts (which may
include Shares) withheld by the Company from the distribution otherwise to be
made, or to deliver previously owned Shares (not subject to restrictions
hereunder), in order to satisfy the liability for such withholding taxes.  In the event that the Grantee makes, and the
Committee permits, such an election, any Shares so withheld or delivered shall
have an aggregate Fair Market Value on the date of exercise sufficient to
satisfy the applicable withholding taxes.


 


10.3  Withholding
Required.


 


Notwithstanding
anything contained in the Plan or the Award Agreement to the contrary, the
Participant’s satisfaction of any tax-withholding requirements imposed by the
Committee shall be a condition precedent to the Company’s obligation as may
otherwise be provided hereunder to provide Shares to the Participant and to the
release of any restrictions as may otherwise be provided hereunder, as
applicable; and the applicable Option, Restricted Stock, Phantom Shares or
Dividend Equivalent Rights shall be forfeited upon the failure of the
Participant to satisfy such requirements with respect to, as applicable, (i)
the exercise of the Option, (ii) the lapsing of restrictions on the Restricted
Stock (or other 


 


15

















 


income-recognition event) or
(iii) distributions in respect of any Phantom Share or Dividend Equivalent
Right.


 


11.  REGULATIONS AND APPROVALS.


 


(a)  The obligation of the Company to sell Shares with
respect to an Award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.


 


(b)  The Committee may make such changes to the Plan as may
be necessary or appropriate to comply with the rules and regulations of any
government authority or to obtain tax benefits applicable to an Award.


 


(c)  Each grant of Options, Restricted Stock, Phantom Shares
(or issuance of Shares in respect thereof) or Dividend Equivalent Rights (or
issuance of Shares in respect thereof) is subject to the requirement that, if
at any time the Committee determines, in its discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Options,
Shares of Restricted Stock, Phantom Shares or Dividend Equivalent Rights or
other Shares, no payment shall be made, or Phantom Shares or Shares issued or
grant of Restricted Stock made, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions in a manner acceptable to the Committee.


 


(d)  In the event that the disposition of stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act, and is not otherwise exempt from such registration,
such Shares shall be restricted against transfer to the extent required under
the Securities Act, and the Committee may require any individual receiving
Shares pursuant to the Plan, as a condition precedent to receipt of such
Shares, to represent to the Company in writing that such Shares are acquired
for investment only and not with a view to distribution and that such Shares
will be disposed of only if registered for sale under the Securities Act or if
there is an available exemption for such disposition.


 


(e)  Notwithstanding any other provision of the Plan, the
Company shall not be required to take or permit any action under the Plan or
any Award Agreement which, in the good-faith determination of the Company,
would result in a material risk of a violation by the Company of Section 13(k)
of the Exchange Act.


 


12.  INTERPRETATION AND AMENDMENTS; OTHER
RULES.


 


The Committee
may make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate.  Without limiting the generality of the foregoing, the Committee
may (i) determine the extent, if any, to which Options, Phantom Shares or
Shares (whether or not Shares of Restricted Stock) or Dividend Equivalent
Rights shall be forfeited (whether or not such forfeiture is expressly
contemplated hereunder); (ii) interpret the Plan and the Award Agreements
hereunder, with such interpretations to be conclusive and binding on all
persons and otherwise accorded the maximum deference permitted by law; and
(iii) take any other actions and make any other determinations or decisions
that it deems necessary or appropriate in connection with the Plan or the
administration or interpretation thereof. 
In the event of any dispute or disagreement as to the interpretation of
the Plan or of any rule, regulation or procedure, or as to any question, right
or obligation arising from or related to the Plan, the decision of the
Committee shall be final and binding upon all 


 


16

















 


persons.  Unless otherwise expressly provided
hereunder, the Committee, with respect to any grant, may exercise its
discretion hereunder at the time of the Award or thereafter. No action which is
otherwise permitted under or in connection with the Plan shall be prohibited
hereunder merely because it constitutes a repricing of an Award, and, in
furtherance of the foregoing, the Committee is expressly authorized and
empowered, without limitation, to effect repricings that are consistent with
the terms of the Plan.  The Board may
amend the Plan as it shall deem advisable, except that no amendment may
adversely affect a Participant with respect to an Award previously granted
unless such amendments are required in order to comply with applicable laws;
provided, however, that the Plan may not be amended without shareholder approval
in any case in which amendment in the absence of shareholder approval would
cause the Plan to fail to comply with any applicable legal requirement or
applicable exchange or similar rule.


 


13.  CHANGES IN CAPITAL STRUCTURE.


 


(a)  If (i) the Company or its Subsidiaries shall at any time
be involved in a merger, consolidation, dissolution, liquidation,
reorganization, exchange of shares, sale of all or substantially all of the
assets or stock of the Company or its Subsidiaries or a transaction similar thereto,
(ii) any stock dividend, stock split, reverse stock split, stock combination,
reclassification, recapitalization or other similar change in the capital
structure of the Company or its Subsidiaries, or any distribution to holders of
Common Stock other than cash dividends, shall occur or (iii) any other event
shall occur which in the judgment of the Committee necessitates action by way
of adjusting the terms of the outstanding Awards, then:


 


(x) the maximum aggregate
number of Shares which may be made subject to Options and Dividend Equivalent
Rights under the Plan, the maximum aggregate number maximum aggregate number
and kind of Shares of Restricted Stock that may be granted under the Plan, and
the maximum aggregate number of Phantom Shares which may be granted under the
Plan may be appropriately adjusted by the Committee in its discretion; and


(y) the Committee may take any such action as in its judgment shall be
necessary to maintain the Optionees’ rights hereunder (including under the
Award Agreements) so that they are substantially in their respective Options,
Phantom Shares and Dividend Equivalent Rights substantially proportionate to
the rights existing in such Options, Phantom Shares and Dividend Equivalent
Rights prior to such event, including, without limitation, adjustments in (A)
the number of Options, Phantom Shares and Dividend Equivalent Rights granted,
(B) the number and kind of shares or other property to be distributed in
respect of Options, Phantom Shares and Dividend Equivalent Rights (as
applicable), (C) the Option Price and Phantom Share Value, and (D)
performance-based criteria established in connection with Awards; provided
that, in the discretion of the Committee, the foregoing clause (D) may also be
applied in the case of any event relating to a Subsidiary if the event would
have been covered under this Section 13(a) had the event related to the
Company.


 


(b)  Any Shares or other securities distributed to a Grantee
with respect to Restricted Stock or otherwise issued in substitution of
Restricted Stock shall be subject to the restrictions and requirements imposed
by Section 6, including depositing the certificates therefor with the Company
together with a stock power and bearing a legend as provided in Section 6.2(a).


 


(c)  If the Company shall be consolidated or merged with
another corporation or other entity, each Grantee who has received Restricted
Stock that is then subject to restrictions imposed by Section 6.3(a) may be
required to deposit with the successor corporation the certificates for the
stock or securities or the other property that the Grantee is entitled to
receive by reason of ownership of Restricted Stock in a manner consistent with
Section 6.2(b), and such stock, securities or other property shall 


 


17

















 


become subject to the
restrictions and requirements imposed by Section 6.3(a), and the certificates
therefor or other evidence thereof shall bear a legend similar in form and
substance to the legend set forth in Section 6.2(a).


 


(d)  If a Change in Control shall occur, then the Committee
may make such adjustments as it, in its discretion, determines are necessary or
appropriate in light of the Change in Control, provided that the Committee
determines that such adjustments do not have an adverse economic impact on the
Participant as determined at the time of the adjustments.


 


(e)  The judgment of the Committee with respect to any matter
referred to in this Section 13 shall be conclusive and binding upon each
Participant without the need for any amendment to the Plan.


 


14. MISCELLANEOUS.


 


14.1  No
Rights to Employment or Other Service.


 


Nothing in the
Plan or in any grant made pursuant to the Plan shall confer on any individual
any right to continue in the employ or other service of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries and its shareholders to terminate the individual’s employment or
other service at any time.


 


14.2  Right
of First Refusal; Right of Repurchase.


 


At the time of
grant, the Committee may provide in connection with any grant made under the
Plan that Shares received hereunder shall be subject to a right of first
refusal pursuant to which the Company shall be entitled to purchase such Shares
in the event of a prospective sale of the Shares, subject to such terms and
conditions as the Committee may specify at the time of grant or (if permitted
by the Award Agreement) thereafter, and to a right of repurchase, pursuant to
which the Company shall be entitled to purchase such Shares at a price
determined by, or under a formula set by, the Committee at the time of grant or
(if permitted by the Award Agreement) thereafter.


 


14.3  No
Fiduciary Relationship.


 


Nothing
contained in the Plan (including without limitation Sections 7.5(c) and 8.4(b),
and no action taken pursuant to the provisions of the Plan, shall create or
shall be construed to create a trust of any kind, or a fiduciary relationship
between the Company or its Subsidiaries, or their officers or the Committee, on
the one hand, and the Participant, the Company, its Subsidiaries or any other
person or entity, on the other.


 


14.4  Notices.


 


All notices
under the Plan shall be in writing, and if to the Company, shall be delivered
to the Board or mailed to its principal office, addressed to the attention of
the Board; and if to the Participant, shall be delivered personally, sent by
facsimile transmission or mailed to the Participant at the address appearing in
the records of the Company.  Such
addresses may be changed at any time by written notice to the other party given
in accordance with this Section 14.4.


 


14.5  Exculpation
and Indemnification.


 


The Company
shall indemnify and hold harmless the members of the Board and the members of
the Committee from and against any and all liabilities, costs and expenses
incurred by such 


 


18

















 


persons as a result of any act
or omission to act in connection with the performance of such person’s duties,
responsibilities and obligations under the Plan, to the maximum extent
permitted by law.


 


14.6  Captions.


 


The use of
captions in this Plan is for convenience. 
The captions are not intended to provide substantive rights.


 


14.7  Governing
Law.


 


THE PLAN SHALL
BE GOVERNED BY THE LAWS OF FLORIDA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT
OF LAWS.


 


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