Exhibit
10.7


 


 


LNR
CAPITAL CORPORATION


 


200[ ]
STOCK INCENTIVE PLAN


 


 





















TABLE
OF CONTENTS


 


	
  1.

  	
  Purpose
  of the Plan

  	
  1

  
	
  2.

  	
  Definitions

  	
  1

  
	
  3.

  	
  Authority to Grant Stock
  Options

  	
  3

  
	
  4.

  	
  Authority to Grant Stock
  Appreciation Rights.

  	
  3

  
	
  5.

  	
  Authority to Grant
  Restricted Stock

  	
  3

  
	
  6.

  	
  Authority to Grant Other
  Stock-Based Awards

  	
  4

  
	
  7.

  	
  Terms and Conditions of
  Stock Options

  	
  4

  
	
  8.

  	
  Terms and Conditions of
  Stock Appreciation Rights

  	
  5

  
	
  9.

  	
  Terms and Conditions of
  Restricted Stock and Other Stock-Based Awards

  	
  6

  
	
  10.

  	
  Payment of Option Exercise
  Price

  	
  7

  
	
  11.

  	
  Written
  Agreement

  	
  8

  
	
  12.

  	
  Administration of the Plan

  	
  8

  
	
  13.

  	
  Shares Available for Options

  	
  9

  
	
  14.

  	
  Laws
  and Regulations

  	
  9

  
	
  15.

  	
  Modification of Numbers of
  Shares and Other Securities

  	
  9

  
	
  16.

  	
  Change
  in Control

  	
  10

  
	
  17.

  	
  No Rights to Continued
  Employment

  	
  10

  
	
  18.

  	
  Rights
  as a Shareholder

  	
  10

  
	
  19.

  	
  Effective
  Date

  	
  10

  
	
  20.

  	
  Amendments
  of the Plan

  	
  11

  
	
  21.

  	
  Termination
  of the Plan

  	
  11

  
	
  22.

  	
  Governing
  Law

  	
  11

  



 





















 


LNR
CAPITAL CORPORATION


 


200[ ]
STOCK INCENTIVE PLAN


 


1.             Purpose of the Plan


 


The Purpose of the Plan is to encourage and
enable those Eligible Persons upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in LNR, and by doing so to stimulate the efforts of those
Eligible Persons on behalf of the Company and strengthen their desire to remain
employed by, or in service to, the Company.


 


2.             Definitions


 


As used in this Plan the following
definitions apply:


 


(a)           “Award”
means a stock option, Stock Appreciation Right, an Other Stock-Based Award or
the award of Restricted Stock.


 


(b)           “Board of Directors” means the Board of Directors of LNR.


 


(c)           “Change in Control” means the occurrence
of one or more of the following events: 
(i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of
the Company to any person or group of related persons for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (a “Group”),
together with any affiliates thereof, other than a transaction with any wholly
owned subsidiary of Company, (ii) the approval by the holders of capital stock
of the Company of any plan or proposal for the liquidation or dissolution of
the Company; (iii) any Person or Group shall become the owner, directly or
indirectly, beneficially or of record, of shares representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
capital stock of Company; (iv) a majority of the members of the Board of
Directors of the Company are persons who were not directors on the Effective
Date and whose election was not approved by a vote of at least a majority of
the members of the Board of Directors of the Company in office at the time of
the election who either were members of the Board of Directors on the Effective
Date or whose election as members of such Board of Directors was previously
approved by such a majority.


 


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


 


(e)           “Committee”
means the Compensation Committee of the Board of Directors, or such other
committee  of the Board of Directors as
is specified by the Board of Directors to perform the functions and duties of
the Committee under the Plan.  If there
is no Compensation Committee and the Board of Directors does not appoint
another Committee, the Board of Directors will be the Committee.


 


 





















 


(f)            “Common Stock”
means common stock, par value $.[                   ]
per share, of LNR.


 


(g)           “Company” means
LNR and all its more than 50% owned subsidiaries.


 


(h)           “Discretion”
means the ability of a committee or other body to act in its sole discretion,
with no requirement that it follow past practices or treat one Eligible Person
in a manner consistent with the treatment afforded to any other Eligible
Person.


 


(i)            “Eligible Person”
means an officer, director or employee of, or any Person who performs services
for, the Company or its Affiliates (whether as a consultant, advisor or
otherwise).


 


(j)            “Fair Market Value”
means, on any day, the mean between the highest and lowest quoted selling
prices of the Common Stock on the New York Stock Exchange (or, if the Common
Stock is not traded on the New York Stock Exchange, on the principal securities
exchange or market on which the Common Stock is traded) on that date, or if
there are no sales on that date, on the next following day on which there are
sales.  In the event the Common Stock is
not publicly traded as of such date, the “fair market value” shall be
determined by the Committee or the Officers and Directors Stock Option
Committee, in its Discretion, except that for purposes of the exercise price of
an Incentive Option, fair market value shall not be less than the fair market
value of such shares as of the grant date, with such fair market value
determination to be made in ‘good faith’ as prescribed in section 14a.422A-1
Q&A 2(c)(4) of the Temporary Treasury Regulations.


 


(k)           “Grantee” means an Eligible
Person who holds an Award granted under the Plan.


 


(l)            “Incentive Option”
means an option to purchase Common Stock which meets the requirements set forth
in the Plan and is intended to be, and qualifies as, an Incentive Stock Option
as that term is used in Section 422 of the Code.


 


(m)          “LNR” means LNR
Capital Corporation, a Maryland corporation, or its successor by merger or any
similar transaction.


 


(n)           “Nonqualified Option”
means an option to purchase Common Stock which meets the requirements set forth
in the Plan but is not intended to be, or does not qualify as, an Incentive
Stock Option as that term is used in Section 422 of the Code.


 


(o)           “Officers and Directors
Stock Option Committee” means a committee designated by the Board of
Directors, consisting of two or more persons all of whom are outside directors,
as that term is used in Section 162(m) of the Code.


 


(p)           “Person” means
a “person” as such term is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended.


 


(q)           “Plan” means
this LNR Capital Corporation 200[ ] Stock Incentive Plan.


 


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(r)            “Restricted Stock”
means Common Stock granted under the terms of the Plan, which are subject to
the restrictions hereunder.


 


(s)           “RSU” means
a restricted stock unit, granted pursuant to Section 6 of the plan which
represents the right to receive a share of Common Stock.


 


(t)            “Stock Appreciation Right”
means a right to receive the appreciation in value, or a portion of the
appreciation value, of a specified number of shares of Common Stock, as
provided in Section 8.


 


(u)           “10% Stockholder”
means a person who owns (after applying the attribution rules contained in
Section 424 of the Code) more than 10% of the total combined voting stock of
all classes of LNR or of any parent or subsidiary.


 


3.             Authority
to Grant Stock Options


 


The Committee or the Officers and Directors
Stock Option Committee may at any time authorize the grant of stock options
under the Plan to any one or more Eligible Persons.  However, the aggregate number of stock
options and Stock Appreciation Rights granted to any Grantee in any calendar
year may not exceed [           ].  Stock options granted under the Plan may be
Incentive Options or Nonqualified Options, except that (i) no Eligible Person
who is not an employee may be granted an Incentive Option, and (ii) no employee
may be granted an Incentive Option which would result in the aggregate fair
market value, determined as of the date the stock option is granted, of the
Common Stock with respect to which that Incentive Option and all other
Incentive Options held by that employee under any plan maintained by LNR (or
any parent or subsidiary of LNR) are exercisable for the first time by that
employee during any calendar year exceeds $100,000.  Each stock option will be designated at the
time of grant as a Nonqualified Option or as an Incentive Option.


 


4.             Authority to
Grant Stock Appreciation Rights.


 


The Committee or the Officers and Directors
Stock Option Committee also may grant (i) a Stock Appreciation Right
independent of a stock option or (ii) a Stock Appreciation Right in
connection with a stock option, or a portion thereof.  A Stock Appreciation Right granted pursuant
to clause (ii) of the preceding sentence (A) may be granted at the
time the related stock option is granted or at any time prior to the exercise
or cancellation of the related stock option, (B) shall cover the same
number of shares covered by a stock option (or such lesser number of shares as
the Committee may determine) and (C) shall be subject to the same terms
and conditions as such stock option except for such additional limitations as
are contemplated by this Section 4 (or such additional limitations as may be
included in a Stock Appreciation Right Award).


 


5.             Authority
to Grant Restricted Stock


 


The Committee or the Officers and Directors
Stock Option Committee may at any time authorize the grant of Restricted Stock
under the Plan to any one or more Eligible Persons.


 


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6.             Authority
to Grant Other Stock-Based Awards


 


The Committee or the Officers and Directors
Stock Option Committee may at any time authorize the grant of awards of shares,
awards of RSUs and other awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value, of shares of
Common Stock (“Other Stock-Based Awards”). 
Such Other Stock-Based Awards shall be in such form, and dependent on
such conditions, as the Committee or the Officers and Directors Stock Option
Committee shall determine, including, without limitation, the right to receive
one or more shares (or the equivalent cash value of such shares) upon the
completion of a specified period of service, the occurrence of an event and/or
the attainment of performance objectives. 
Other Stock-Based Awards may be granted alone or in addition to any
other awards granted under the Plan. 
Subject to the provisions of the Plan, the Committee or the Officers and
Directors Stock Option Committee shall determine: (i) to whom and when Other Stock-Based
Awards will be made; (ii) the number of shares to be awarded under (or
otherwise related to) such Other Stock-Based Awards; (iii) whether such Other
Stock-Based Awards shall be settled in cash, shares or a combination of cash
and shares; and (iv) all other terms and conditions of such Other Stock-Based
Awards (including, without limitation, the vesting provisions thereof and
provisions ensuring that all shares so awarded and issued shall be fully paid
and non-assessable).


 


7.             Terms
and Conditions of Stock Options


 


(a)           Expiration Date:  Each
stock option granted under the Plan will expire on a date determined by the
Committee or the Officers and Directors Stock Option Committee, in its
Discretion, when the stock option is granted, which will be not more than 10
years after the date of grant, except that an Incentive Option granted to an
Eligible Person who, at the time of the grant, is a 10% Stockholder will expire
not more than five years after the date of grant.


 


(b)           Exercise Date: Each stock option granted under the Plan
will be exercisable at such time or times, and in such installments, as are
determined by the Committee or the Officers and Directors Stock Option
Committee, in its Discretion, when the stock option is granted.


 


(c)           Price:  The exercise
price of each stock option granted under the Plan, will be determined by the
Committee or the Officers and Directors Stock Option Committee, in its
Discretion, at the time the stock option is granted, except that the exercise
price of a stock option may not be less than (i) if the stock option is an
Incentive Option granted to a person who is not a 10% Stockholder, 100% of the
Fair Market Value of the Common Stock on the date the stock option is granted
or (ii) if the stock option is an Incentive Option granted to a 10%
Stockholder,  110% of the Fair Market
Value of the Common Stock on the date the stock option is granted.  If the stock option is a Nonqualified Option,
the option may be granted at any price determined by the appropriate committee,
except that a stock option intended to qualify for an exemption under Section
162(m) of the Code, shall have an exercise price of not less than 100 percent
of the Fair Market Value of the Common Stock on the date the stock option is
granted.


 


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(d)           Assignment:  No
stock option granted under the Plan may be assigned or transferred otherwise
than by will or by the laws of descent and distribution; provided, however,
that the Committee or the Officers and Directors Stock Option Committee, may
(but need not) permit other transfers, where the Committee or the Officers and
Directors Stock Option Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any option intended to
be an Incentive Option to fail to meet the requirements set forth in Section 422(b)
of the Code (or any applicable successor to that Section) and (iii) is
otherwise appropriate and desirable. 
Notwithstanding the foregoing, a stock option exercisable after the
death of a Grantee may be exercised by the legatees, personal representatives
or distributees of the Grantee.


 


8.             Terms
and Conditions of Stock Appreciation Rights


 


(a)           General:  The
exercise price per share of a Stock Appreciation Right shall be an amount
determined by the Committee.  Each Stock
Appreciation Right granted independent of a stock option shall entitle a
Grantee upon exercise to a payment from the Company of an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of
one share over (B) the exercise price per share, times (ii) the
number of shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in
conjunction with a stock option, or a portion thereof, shall entitle a Grantee
to surrender to the Company the unexercised stock option, or any portion
thereof, and to receive from the Company in exchange therefor an amount equal
to (I) the excess of (x) the Fair Market Value on the exercise date
of one share over (y) the exercise price of the stock option, times
(II) the number of shares covered by the stock option, or portion thereof,
which is surrendered.  The date a notice
of exercise is received by the Company shall be the exercise date.  Payment shall be made in shares of Common
Stock or in cash, or partly in shares of Common Stock and partly in cash (any
such shares valued at such Fair Market Value), all as shall be determined by
the Committee.  Stock Appreciation Rights
may be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of shares with respect to which
the Stock Appreciation Right is being exercised.  No fractional shares will be issued in
payment for Stock Appreciation Rights, but instead cash will be paid for a
fraction or, if the Committee should so determine, the number of shares will be
rounded downward to the next whole share.


 


(b)           Assignment:  No
Stock Appreciation Right granted under the Plan may be assigned or transferred
otherwise than by will or by the laws of descent and distribution; provided,
however, that the Committee or the Officers and Directors Stock Option
Committee, may (but need not) permit other transfers, where the Committee or
the Officers and Directors Stock Option Committee concludes that such
transferability (i) does not result in accelerated taxation and (ii) is otherwise
appropriate and desirable. 
Notwithstanding the foregoing, a Stock Appreciation Right exercisable
after the death of a Grantee may be exercised by the legatees, personal
representatives or distributees of the Grantee.


 


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9.             Terms and Conditions of Restricted Stock and Other
Stock-Based Awards


 


(a)           Performance Goals: 
The Committee or the Officers and Directors Stock Option Committee, in
its Discretion, shall in the case of 
grants of Restricted Stock or Other Stock-Based Awards intended to
qualify for an exception from the limitation imposed by Section 162(m) of the
Code (the “162(m) Awards”) establish one or more performance goals (“Performance
Goals”) as a precondition to the vesting of 
Restricted Stock awards or Other Stock-Based Awards, provided, however,
that the Officers and Directors Stock Option Committee shall retain the
discretion to reduce the number of shares subject to the Restricted Stock or
Other Stock-Based Awards.  The maximum
amount of a 162(m) Award during a calendar year to any Grantee shall be: (x)
with respect to 162(m) Awards that are paid in shares, [          ] shares and (y) with respect to 162(m) Awards that are not
paid in shares, $[                ].  The Performance Goals shall be based upon the
achievement of (i) a specified level, of (x) the Company’s consolidated pre-tax
or after-tax earnings or EBITDA or (y) the pre-tax or after-tax earnings, or
the EBITDA, of any particular subsidiary, division or other business unit of
LNR or the Company, (ii) the achievement of a specified level of revenues,
earnings, costs, return on assets, return on equity, return on capital, return
on investment, total shareholder return, net sales, net income per share, cash
flows, market share, cost reduction, return on assets under management, net
operating income or net operating income as a percentage of book value with
regard to the Company, particular subsidiaries, divisions or business units of
LNR or the Company, particular assets or groups of assets or particular
employees or groups of employees, or (iii) any combination of the
foregoing.   Performance Goals may be
absolute amounts or percentages of amounts or may be relative to the
performance of other companies or of indexes. 
In addition, to the degree consistent with Section 162(m) of the
Code (or any successor section thereto), the Performance Goals may be
calculated without regard to extraordinary items.  The Performance Goals shall be established in
a timely fashion such that they are considered preestablished for purposes of
the rules governing performance-based compensation under Section 162(m) of the
Code.  The Officers and Directors Stock
Option Committee shall have certified that any applicable Performance Goals,
and other material terms of the grant, have been satisfied.  Notwithstanding the foregoing, Performance
Goals which do not satisfy the foregoing provisions of this Section 9(a) may be
established by the Committee or the Officers and Directors Stock Option
Committee with respect to grants of Restricted Stock or Other Stock-Based
Awards not intended to qualify for an exception from the limitations imposed by
Section 162(m) of the Code.


 


(b)           Vesting Periods:  In
connection with the grant of a Restricted Stock award or Other Stock-Based
Awards, whether or not Performance Goals apply thereto, the Committee or the
Officers and Directors Stock Option Committee shall establish one or more
vesting periods (“Vesting Periods”) with respect to the shares of Restricted
Stock or Other Stock-Based Awards granted hereunder, the length of which shall
be determined in the Discretion of the Committee or the Officers and Directors
Stock Option Committee.  Subject to the
provisions of this Section 9, the award agreement and the other provisions of
the Plan, restrictions on Restricted Stock shall lapse and the vesting of Other
Stock-Based Awards shall occur, if the Grantee satisfies all applicable
employment or other service requirements through the end of the applicable
Vesting Period.


 


6





















 


(c)           Assignment:  No
Restricted Stock or Other Stock-Based Awards granted under the Plan may be
assigned or transferred otherwise than by will or by the laws of descent and
distribution; provided, however, that the Committee or the Officers and
Directors Stock Option Committee may (but need not) permit other transfers,
where the Committee or the Officers and Directors Stock Option Committee
concludes that such transferability is appropriate and desirable.


 


(d)           Certificates: A stock certificate shall be issued with
respect to shares of Restricted Stock awarded under the Plan.  Such certificates shall be registered in the
name of the Grantee.  The certificates
for shares of Restricted Stock issued hereunder may include any legend which
the Committee or the Officers and Directors Stock Option Committee deems
appropriate to reflect any restrictions on transfer hereunder or under the
written agreement, or as the Committee or the Officers and Directors Stock
Option 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 LNR Capital Corporation 200[ ] Stock Incentive Plan and a
written agreement entered into between the registered owner and LNR Capital
Corporation.  Copies of such Plan and
agreement are on file in the offices of the LNR Capital Corporation at 1601
Washington Avenue, Miami Beach, Florida, 33139; Attention General Counsel.


 


(e)           The Committee or the Officers and Directors Stock Option
Committee shall require that the stock certificates evidencing such shares be
held in custody by LNR until the restrictions thereon shall have lapsed, and
that, as a condition of any Restricted Stock award, 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 LNR to the recipient or
his or her designee.


 


10.          Payment
of Option Exercise Price


 


The exercise price of any stock option will
be payable in cash or by check payable to the order of LNR, except that the
Committee or the Officers and Directors Stock Option Committee may determine,
in its Discretion, that the exercise price of the stock option may be paid by
(i) delivering shares of Common Stock with a Fair Market Value at the date the
stock option is exercised equal to all or any part of the exercise price, with
any remaining balance to be paid in cash or by check payable to the order of
LNR, (ii) pursuant to procedures established by the Committee, through the
delivery of irrevocable instruments to a broker to deliver promptly to the Company
an amount equal to the aggregate option price for the shares being purchased or
(iii) such other method as determined by the Committee.


 


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11.          Written Agreement


 


Promptly after an Award is granted under the
Plan, LNR will provide the Grantee of that Award with a written agreement
containing the provisions of the Award. 
The terms of the agreement will be in accordance with the Plan, but may
contain additional provisions and restrictions authorized by the Committee or
the Officers and Directors Stock Option Committee, in its Discretion, which are
not inconsistent with the Plan.  Each
agreement relating to a stock option will state whether the stock option is or
is not intended to be an Incentive Option. 
Each Grantee of an Award granted under the Plan will be bound by the
terms of the Plan and of the agreement relating to such Award.


 


12.          Administration
of the Plan


 


(a)           The Plan will be administered by the Committee or the
Officers and Directors Stock Option Committee. 
The Officers and Directors Stock Option Committee shall be authorized to
take action under the Plan as it relates to and in order to comply with Section
162(m) of the Code.


 


(b)           The Committee or the Officers and Directors Stock Option
Committee is authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan.  The Committee or the Officers
and Directors Stock Option Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee or the Officers and Directors Stock Option Committee deems
necessary or desirable.


 


(c)           The Committee or the Officers and Directors Stock Option
Committee shall have the full power and authority to establish the terms and
conditions of any award consistent with the provisions of the Plan and to waive
any such terms and conditions at any time, in its sole discretion (including,
without limitation, accelerating or waiving any vesting conditions and/or
accelerating any payment).


 


(d)           In exercising its powers under the Plan, the Committee or
the Officers and Directors Stock Option Committee may act in its sole
discretion, with no requirement that it follow past practice or treat one
Eligible Person in a manner consistent with the treatment afforded to any other
Eligible Person.


 


(e)           All actions taken and decisions made by the Committee or
the Officers and Directors Stock Option Committee will be binding and
conclusive on all Grantees of an Award granted under the Plan and all other
Eligible Persons, and on their respective legal representatives and
beneficiaries.  No member of the
Committee or the Officers and Directors Stock Option Committee will be liable
for any determination made or action taken in good faith with respect to the
Plan or any Award granted under the Plan, or for any decision not to grant
Awards under the Plan to any Eligible Person.


 


(f)            The Committee shall require payment of any amount it may
determine to be necessary to withhold for federal, state, local or other taxes
as a result of the exercise of an Award. 
Unless the Committee specifies otherwise, the Grantee may elect to pay


 


8





















 


statutory minimum withholding taxes by
(a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Grantee.


 


13.          Shares
Available for Options


 


The aggregate number of shares of Common
Stock which may be issued as Awards granted under this Plan is [              ] shares, subject to adjustment
as provided in Section 15.  Any shares to
an Award which terminate or are surrendered (including shares subject to stock
options which are deemed surrendered because of exercise of Stock Appreciation
Rights, to the extent the shares are not issued on exercise of the Stock
Appreciation Rights) will be available to be issued as Awards.  Any shares as to which stock options or Stock
Appreciation Rights are exercised but which are retained by LNR to pay the
exercise price of stock options, to reimburse the Company for paying
withholding taxes or otherwise, will be deemed to have been issued upon
exercise of stock options or Stock Appreciation Rights, and will not be
available to be issued as Awards.


 


14.          Laws and Regulations


 


The obligation of the Company to issue shares
of Common Stock in connection with an Award will be subject to (a) the
condition that counsel for the Company is satisfied that the sale and delivery
will be in compliance with the Securities Act of 1933, as amended, and all
other applicable laws, rules or regulations, and (b) the condition that the
shares of stock reserved for issuance under the Plan have been authorized for
listing on any securities exchange or exchanges on which the Common Stock is
listed.


 


15.          Modification
of Numbers of Shares and Other Securities


 


If (a) the Company at any time is 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 similar transaction, (b) there is a stock dividend, stock split, reverse
stock split, stock combination, reclassification, recapitalization or other
similar change in the capital structure of LNR, or a distribution to holders of
Common Stock other than a cash dividend or (c) any other event occurs which in
the judgment of the Committee necessitates an adjustment to the terms of the
outstanding Awards which were issued under the Plan, the Committee or the
Officers and Directors Stock Option Committee may make such modifications in
terms of outstanding Awards as in its judgment are appropriate so the Grantees’
rights will be substantially proportionate to the rights existing prior to the
event, and to maintain the continuing availability of shares under Section 13
(if shares are otherwise then available) including, without limitation,
adjustments in (i) the number and kind of shares or other securities subject to
Awards, (ii) the exercise price of outstanding stock options and Stock
Appreciation Rights and (iii) the number and kind of shares or other securities
available under Section 13.  To the
extent that such action includes an increase or decrease in the number of shares
subject to outstanding Awards, the number of shares available under Section 13
above will be increased or decreased, as the case may be, proportionately.  In addition, the limits on the


 


9





















 


number of Awards that may be
granted to an individual under Sections 3 and 9 may be adjusted proportionately.  The judgment of the Committee or the Officers
and Directors Stock Option Committee with respect to any matter referred to in
this Section 15 will be conclusive and binding upon each Grantee without the need
for any amendment to the Plan or any Awards which had been granted under the
Plan.


 


16.          Change in Control


 


Notwithstanding the above, each Award granted
under the Plan shall be fully vested and any Performance Goals shall be deemed
to be met upon a Change in Control.   In
the event of a Change in Control, the Committee or the Officers and Directors
Stock Option Committee may, in its sole discretion, provide for: (i) the
termination of an Award upon the consummation of the Change in Control, and the
payment of a cash amount in exchange for the cancellation of such which may
equal in the case of stock options and/or Stock Appreciation Rights, the
excess, if any, of the Fair Market Value of the shares in the Change in Control
subject to such Options or Stock Appreciation Rights over the aggregate
exercise price of such Options or Stock Appreciation Rights; and/or (ii) the
issuance of substitute Awards that will substantially preserve the otherwise
applicable terms of any Awards previously granted hereunder.


 


17.          No
Rights to Continued Employment


 


Nothing in the Plan or in any Award granted
under the Plan will give any Grantee a right to continue any service
relationship with the Company or in any other way affect the right of the
Company to terminate the service relationship of any Grantee at any time for
any reason whatsoever, with or without cause.


 


18.          Rights as a
Shareholder


 


A Grantee shall have no rights as a
shareholder with respect to any shares covered by any Award until the issuance
of a stock certificate to the Grantee for such shares.


 


19.          Effective Date


 


The Plan will be effective on the date it is
adopted by the Board of Directors (the “Effective Date”), provided that the
stockholders of LNR approve the Plan within 12 months after it is adopted by
the Board of Directors.  Awards may be
granted prior to approval of the Plan by the stockholders of LNR, but each
Award granted prior to stockholder approval of this restatement will be subject
to approval of the Plan by the stockholders of LNR within 12 months after its
adoption.  No stock option or Stock
Appreciation Right may be exercised or Restricted Stock or Other Stock-Based
Award become vested until the Plan is approved by the stockholders of LNR, and
all Awards granted before the Plan is approved by the stockholders of LNR will
automatically terminate at the end of 12 months after the Plan is adopted by
the Board of Directors if the Plan is not approved by the stockholders of LNR
by that date.


 


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20.          Amendments of the
Plan


 


The Board of Directors may amend the Plan at
any time, except that no amendment to the Plan will be effective until it is
approved by the stockholders of LNR if the amendment (a) increases the maximum
number of shares which may be issued as Restricted Stock, Other Stock-Based
Awards or upon exercise of stock options or Stock Appreciation Rights granted
under the Plan, (b) changes the categories of persons eligible to receive
Awards under the Plan or (c) materially increases the benefits officers or
employees of the Company may receive under the Plan.  No amendment to the Plan will change the
exercise price, or otherwise alter any provision, of any Award which has been
granted prior to the amendment, unless the Grantee of the Award consents to the
change.


 


21.          Termination of the
Plan


 


The Plan may be terminated at any time by the
Board of Directors.  The Plan will
terminate on the 10th anniversary of the Effective Date unless it is terminated
before that.  No Award may be granted
after the Plan is terminated.  However,
termination of the Plan will not affect any Award which is outstanding when the
Plan is terminated.


 


22.          Governing Law


 


With respect to Awards granted pursuant to
the Plan and the agreements thereunder, the Plan, such agreements and any
Awards granted pursuant thereto shall be governed by the applicable Code
provisions to the maximum extent possible. 
Otherwise, the operation of, and the rights of Grantees under, the Plan,
the agreements and any Awards granted thereunder shall be governed by
applicable federal law and, to the extent not governed by federal law, by the
laws of the State of Florida, without regard to the conflicts of law provisions
thereof.


 


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