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                                                                   Exhibit 10.19


                           DIRECTED ELECTRONICS, INC.
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                        2005 INCENTIVE COMPENSATION PLAN
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                           DIRECTED ELECTRONICS, INC.

                        2005 INCENTIVE COMPENSATION PLAN

      1. Purpose. The purpose of this 2005 Incentive Compensation Plan (the
"Plan") is to assist Directed Electronics, Inc., a Florida corporation (the
"Company") and its Related Entities (as hereinafter defined) in attracting,
motivating, retaining and rewarding high-quality executives and other employees,
officers, directors, consultants and other persons who provide services to the
Company or its Related Entities by enabling such persons to acquire or increase
a proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company's shareholders, and providing
such persons with annual and long-term performance incentives to expend their
maximum efforts in the creation of shareholder value. The Plan is intended to
qualify certain compensation awarded under the Plan for tax deductibility under
Section 162(m) of the Code (as hereafter defined) to the extent deemed
appropriate by the Plan Administrator (as hereafter defined).

      2. Definitions. For purposes of the Plan, the following terms shall be
defined as set forth below, in addition to such terms defined in Section 1
hereof or in the respective Sections of the Plan.

         (a) "Applicable Laws" means the requirements relating to the
administration of equity compensation plans under U.S. state corporate laws,
U.S. federal and state securities laws, the Code, the rules and regulations of
any stock exchange upon which the Common Stock is listed and the applicable laws
of any foreign country or jurisdiction where Awards are granted under the Plan.

         (b) "Award" means any award granted pursuant to the terms of this Plan
including, an Option, Stock Appreciation Right, Restricted Stock, Stock Unit,
Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other
Stock-Based Award or Performance Award, together with any other right or
interest, granted to a Participant under the Plan.

         (c) "Award Agreement" means the written agreement evidencing an Award
granted under the Plan.

         (d) "Beneficiary" means the person, persons, trust or trusts which have
been designated by a Participant in his or her most recent written beneficiary
designation filed with the Plan Administrator to receive the benefits specified
under the Plan upon such Participant's death or to which Awards or other rights
are transferred if and to the extent permitted under Section 10(b) hereof. If,
upon a Participant's death, there is no designated Beneficiary or surviving
designated Beneficiary, then the term Beneficiary means the person, persons,
trust or trusts entitled by will or the laws of descent and distribution to
receive such benefits.

        (e) "Beneficial Owner", "Beneficially Owning" and "Beneficial Ownership"
shall have the meanings ascribed to such terms in Rule 13d-3 under the Exchange
Act and any successor to such Rule.

        (f) "Board" means the Company's Board of Directors.

        (g) "Cause" shall, with respect to any Participant, have the meaning
specified in the Award Agreement. In the absence of any definition in the Award
Agreement, "Cause" shall have the equivalent meaning or the same meaning as
"cause" or "for cause" set forth in any employment, consulting, or other
agreement for the performance of services between the Participant and the
Company or a Related Entity or, in the absence of any such definition in such
agreement, such term shall mean (i) the failure by the Participant to perform
his or her duties as assigned by the Company (or a Related Entity) in a
reasonable manner, (ii) any material violation or material breach by the
Participant of his or her employment, consulting or other similar agreement with
the Company (or a Related Entity), if any, (iii) any violation or breach by the
Participant of his or her confidential information and invention
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assignment, non-competition, non-solicitation, non-disclosure and/or other
similar agreement with the Company or a Related Entity, if any, (iv) any act by
the Participant of dishonesty or bad faith with respect to the Company (or a
Related Entity), (v) any material violation or breach by the Participant of the
Company's or a Related Entity's policy for employee conduct, if any, (vi) use of
alcohol, drugs or other similar substances in a manner that adversely affects
the Participant's work performance, or (vii) the commission by the Participant
of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or
the Company or any Related Entity. No act shall constitute Cause pursuant to
this paragraph until the Company has provided the Participant with written
notice of the specific act or acts that constitutes Cause and permitted the
Participant a reasonable period of time, not in excess of fifteen (15) days to
"cure" any such act(s) to the extent such act(s) are curable.

         (h) "Change in Control" means and shall be deemed to have occurred on
the earliest of the following dates:

      (i) the date on which any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than the Existing Shareholders, obtains
"beneficial ownership" (as defined in Rule 13d-3 of the Exchange Act) or a
pecuniary interest in thirty-five percent (35%) or more of the combined voting
power of the Company's then outstanding securities ("Voting Stock");

      (ii) the consummation of a merger, consolidation, reorganization or
similar transaction other than a transaction: (1) in which substantially all of
the holders of Company's Voting Stock hold or receive directly or indirectly
fifty percent (50%) or more of the voting stock of the resulting entity or a
parent company thereof, in substantially the same proportions as their ownership
of the Company immediately prior to the transaction; or (2) in which the holders
of Company's capital stock immediately before such transaction will, immediately
after such transaction, hold as a group on a fully diluted basis the ability to
elect at least a majority of the directors of the surviving corporation (or a
parent company);

      (iii) there is consummated a sale, lease, exclusive license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an entity, fifty percent (50%) or more of the
combined voting power of the voting securities of which are owned by
shareholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale, lease, license or other
disposition; or

      (iv) individuals who, on the date this Plan is adopted by the Board, are
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Directors; provided, however, that if the appointment or
election (or nomination for election) of any new Director was approved or
recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member shall, for purposes of this Plan, be considered as a
member of the Incumbent Board.

      For purposes of determining whether a Change in Control has occurred, a
transaction includes all transactions in a series of related transactions, and
terms used in this definition but not defined are used as defined in the Plan.
The term Change in Control shall not include a sale of assets, merger or other
transaction effected exclusively for the purpose of changing the domicile of the
Company.

      Notwithstanding the foregoing or any other provision of this Plan, the
definition of Change in Control (or any analogous term) in an individual written
agreement between the Company and the Participant shall supersede the foregoing
definition with respect to Awards subject to such agreement (it being
understood, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing
definition shall apply).

      (i) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, including regulations thereunder and successor provisions and
regulations thereto.


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      (j) "Committee" means a committee designated by the Board to administer
the Plan with respect to at least a group of Employees, Directors or
Consultants.

      (k) "Consultant" means any person (other than an Employee or a Director,
solely with respect to rendering services in such person's capacity as a
director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

      (l) "Continuous Service" means uninterrupted provision of services to the
Company or any Related Entity in the capacity as either an officer, Employee,
Director or Consultant. Continuous Service shall not be considered to be
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entities, or any successor entities, in the
capacity as either an officer, Employee, Director or Consultant or (iii) any
change in status as long as the individual remains in the service of the Company
or a Related Entity in the capacity as either an officer, Employee, Director,
Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other
authorized personal leave.

      (m) "Corporate Transaction" means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the following
events:

          (i) a sale, lease, exclusive license or other disposition of a
significant portion of the consolidated assets of the Company and its
Subsidiaries, as determined by the Board in its discretion;

          (ii) a sale or other disposition of more than twenty percent (20%) of
the outstanding securities of the Company; or

          (iii) a merger, consolidation, reorganization or similar transaction,
whether or not the Company is the surviving corporation.

      (n) "Covered Employee" means an Eligible Person who is a Covered Employee
as specified in Section 7(d) of the Plan.

      (o) "Director" means a member of the Board or the board of directors of
any Related Entity.

      (p) "Disability" means a permanent and total disability (within the
meaning of Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Plan Administrator.

      (q) "Dividend Equivalent" means a right, granted to a Participant under
Section 6(g) hereof, to receive cash, Stock, other Awards or other property
equal in value to dividends paid with respect to a specified number of Shares,
or other periodic payments.

      (r) "Effective Date" means the effective date of this Plan, which shall be
the date this Plan is adopted by the Board, subject to the approval of the
shareholders of the Company.

      (s) "Eligible Person" means each officer, Director, Employee or Consultant
who provides services to the Company or any Related Entity. An Employee on leave
of absence may be considered as still in the employ of the Company or a Related
Entity for purposes of eligibility for participation in the Plan.

      (t) "Employee" means any person, including an officer or Director, who is
an employee of the Company or any Related Entity. The payment of a director's
fee by the Company or a Related Entity shall not be sufficient to constitute
"employment" by the Company.


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      (u) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, including rules thereunder and successor provisions and rules
thereto.

      (v) "Existing Shareholders" means the Trivest Funds and any other
shareholder as of the day before the Company's initial Registration Statement on
Form S-1 is effective.

      (w) "Fair Market Value" means the fair market value of Shares, Awards or
other property as determined by the Plan Administrator, or under procedures
established by the Plan Administrator. Unless otherwise determined by the Plan
Administrator, the Fair Market Value of a Share as of any given date, after
which the Stock is publicly traded on a stock exchange or market, shall be the
closing sale price per share reported on a consolidated basis for stock listed
on the principal stock exchange or market on which the Stock is traded on the
last previous day on which a sale was reported; provided, however, that with
respect to the determination of the Fair Market Value of a Share on the date
that the Stock is first sold to the public in the initial public offering, the
Fair Market Value per Share shall be the price at which Shares are first sold to
the public as specified in the final prospectus for the initial public offering.

      (x) "Good Reason" shall, with respect to any Participant, have the meaning
specified in the Award Agreement. In the absence of any definition in the Award
Agreement, "Good Reason" shall have the equivalent meaning (or the same meaning
as "good reason" or "for good reason") set forth in any employment, consulting
or other agreement for the performance of services between the Participant and
the Company or a Related Entity or, in the absence of any such definition in
such agreement, such term shall mean (i) the assignment to the Participant of
any duties inconsistent in any material respect with the Participant's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as assigned by the Company or a Related Entity, or
any other action by the Company (or a Related Entity) which results in a
material diminution in such duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company (or a Related Entity) promptly after
receipt of notice thereof given by the Participant; (ii) any failure by the
Company (or a Related Entity) to comply with its obligations to the Participant
as agreed upon, other than an isolated, insubstantial and inadvertent failure
not occurring in bad faith and which is remedied by the Company (or a Related
Entity) promptly after receipt of notice thereof given by the Participant; (iii)
the Company's (or Related Entity's) requiring the Participant to be based at any
office or location more than fifty (50) miles from the location of employment as
of the date of Award, except for travel reasonably required in the performance
of the Participant's responsibilities; (iv) any purported termination by the
Company (or a Related Entity) of the Participant's Continuous Service otherwise
than for Cause as defined in Section 2(f), death, or by reason of the
Participant's Disability as defined in Section 2(o); or (v) any reduction in the
Participant's base salary.

      (y) "Option" means a right granted to a Participant under Section 6(b)
hereof, to purchase Stock or other property at a specified price during
specified time periods. Any Option granted under the Plan is not intended to be
an "incentive stock option" within the meaning of Section 422 of the Code or any
successor provision thereto.

      (z) "Option Expiration Date" means the date of expiration of the Option's
maximum term as set forth in the Award Agreement evidencing such Option.

      (aa) "Other Stock-Based Awards" means Awards granted to a Participant
pursuant to Section 6(i) hereof.

      (bb) "Parent" means any corporation (other than the Company), whether now
or hereafter existing, in an unbroken chain of corporations ending with the
Company, if each of the corporations in the chain (other than the Company) owns
stock possessing fifty percent (50%) or more of the combined voting power of all
classes of stock in one of the other corporations in the chain.

      (cc) "Participant" means a person who has been granted an Award under the
Plan which remains outstanding, including a person who is no longer an Eligible
Person.


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      (dd) "Performance Award" means a right, granted to an Eligible Person
under Sections 6(h) and 7 hereof, to receive Awards based upon performance
criteria specified by the Plan Administrator.

      (ee) "Performance Period" means that period established by the Plan
Administrator at the time any Performance Award is granted or at any time
thereafter during which any performance goals specified by the Plan
Administrator with respect to such Award are to be measured.

      (ff) "Person" has the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include
a "group" as defined in Section 12(d) thereof.

      (gg) "Plan Administrator" means the Board or any Committee delegated by
the Board to administer the Plan. There may be different Plan Administrators
with respect to different groups of Eligible Persons.

      (hh) "Related Entity" means any Subsidiary and any business, corporation,
partnership, limited liability company or other entity designated by the Plan
Administrator in which the Company, a Parent or a Subsidiary, directly or
indirectly, holds a substantial ownership interest.

      (ii) "Restricted Stock" means Stock granted to a Participant under Section
6(d) hereof, that is subject to certain restrictions, including a risk of
forfeiture.

      (jj) "Rule 16b-3" and "Rule 16a-1(c)(3)" means Rule 16b-3 and Rule
16a-1(c)(3), as from time to time in effect and applicable to the Plan and
Participants, promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.

      (kk) "Share" means a share of the Company's Common Stock, and the share of
such other securities as may be substituted (or resubstituted) for Stock
pursuant to Section 10(c) hereof.

      (ll) "Stock" means the Company's Common Stock, and such other securities
as may be substituted (or resubstituted) for the Company's Common Stock pursuant
to Section 10(c) hereof.

      (mm) "Stock Appreciation Right" means a right granted to a Participant
pursuant to Section 6(c) hereof.

      (nn) "Stock Unit" means a right, granted to a Participant pursuant to
Section 6(e) hereof, to receive Shares, cash or a combination thereof at the end
of a specified period of time.

      (oo) "Subsidiary" means any corporation (other than the Company), whether
now or hereafter existing, in an unbroken chain of corporations beginning with
the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

      (pp) "Trivest Funds" means Trivest Fund II, Ltd., Trivest Equity Partners
II, Ltd., Trivest Principals Fund II, Ltd., Trivest-DEI Co-Investment Fund,
Ltd., Trivest Fund III, L.P., Trivest Principals Fund III, L.P., Trivest Equity
Partners III, L.P. and Trivest Fund Cayman III, L.P., and any of their
affiliates.

      3. Administration.

      (a) Administration by Board. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
Section 3(b).


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      (b) Delegation to Committee.

            (i) General. The Board may delegate administration of the Plan to a
Committee or Committees, and the term "Committee" shall apply to any person or
persons to whom such authority has been delegated. If administration is
delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board,
including the power to delegate to a subcommittee any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of the Plan.

            (ii) Section 162(m) and Rule 16b-3 Compliance. In the discretion of
the Board, the Committee may consist solely of two or more "Outside Directors",
in accordance with Section 162(m) of the Code, and/or solely of two or more
"Non-Employee Directors", in accordance with Rule 16b-3. In addition, the Board
or the Committee may delegate to a committee the authority to grant Awards to
eligible persons who are either (a) not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting
from such Award, (b) not persons with respect to whom the Company wishes to
comply with Section 162(m) of the Code, or (c) not then subject to Section 16 of
the Exchange Act.

      (c) Powers of the Plan Administrator. The Plan Administrator shall have
the power, subject to, and within the limitations of, the express provisions of
the Plan:

            (i) To determine from time to time which of the persons eligible
under the Plan shall be granted Awards; when and how each Award shall be
granted; what type or combination of types of Award shall be granted; the
provisions of each Award granted (which need not be identical), including the
time or times when a person shall be permitted to receive Shares or cash
pursuant to an Award; and the number of Shares or amount of cash with respect to
which an Award shall be granted to each such person.

            (ii) To construe and interpret the Plan and Awards granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Plan Administrator, in the exercise of this power, may correct any defect,
omission or inconsistency in the Plan or in any Award Agreement, in a manner and
to the extent it shall deem necessary or expedient to make the Plan fully
effective.

            (iii) To amend the Plan or an Award as provided in Section 10(e).

            (iv) To terminate or suspend the Plan as provided in Section 10(e).

            (v) To effect, at any time and from time to time, with the consent
of any adversely affected Participant, (1) the reduction of the exercise price
of any outstanding Award under the Plan, if any, (2) the cancellation of any
outstanding Award and the grant in substitution therefor of (A) a new Award
under the Plan or another equity plan of the Company covering the same or a
different number of Shares, (B) cash and/or (C) other valuable consideration (as
determined by the Plan Administrator, in its sole discretion), or (3) any other
action that is treated as a repricing under generally accepted accounting
principles.

            (vi) To adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of foreign
countries in which the Company or Related Entities may operate to assure the
viability of the benefits from Awards granted to Participants performing
services in such countries and to meet the objectives of the Plan.


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            (vii) To make all determinations required under the Plan or any
Award Agreements thereunder, including, but not limited to, the determination if
there has been a Change in Control, a Corporate Transaction, whether a
termination of Continuous Service was for Cause or for Good Reason and whether a
Participant is precluded from selling the Shares subject to an Award by federal
or state securities laws or by agreement.

            (viii) Generally, to exercise such powers and to perform such acts
as the Plan Administrator deems necessary or appropriate to promote the best
interests of the Company and that are not in conflict with the provisions of the
Plan.

      (d) Effect of Plan Administrator's Decision. All determinations,
interpretations and constructions made by the Plan Administrator in good faith
shall not be subject to review by any person and shall be final, binding and
conclusive on all persons.

      (e) Arbitration. Any dispute or claim concerning any Award granted (or not
granted) pursuant to the Plan or any disputes or claims relating to or arising
out of the Plan shall be fully, finally and exclusively resolved by binding and
confidential arbitration conducted pursuant to the rules of JAMS, Inc. ("JAMS")
in the nearest city in which JAMS conducts business to the city in which the
Participant is employed by the Company. The Company shall pay all arbitration
fees. In addition to any other relief, the arbitrator may award to the
prevailing party recovery of its attorneys' fees and costs. By accepting an
Award, the Participant and the Company waive their respective rights to have any
such disputes or claims tried by a judge or jury.

      (f) Limitation of Liability. The Plan Administrator, and each member
thereof, shall be entitled to, in good faith, rely or act upon any report or
other information furnished to him or her by any officer or Employee, the
Company's independent auditors, Consultants or any other agents assisting in the
administration of the Plan. Members of the Plan Administrator, and any officer
or Employee acting at the direction or on behalf of the Plan Administrator,
shall not be personally liable for any action or determination taken or made in
good faith with respect to the Plan, and shall, to the extent permitted by law,
be fully indemnified and protected by the Company with respect to any such
action or determination.

      4. Shares Issuable Under the Plan.

      (a) Limitation on Overall Number of Shares Available for Issuance Under
the Plan. Subject to adjustment as provided in Section 10(c) hereof, the total
number of Shares that may be issued in connection with Awards under the Plan
shall not exceed in the aggregate 2,750,000 Shares. Any Shares issued under the
Plan may consist, in whole or in part, of authorized and unissued Shares or
treasury shares.

      (b) Availability of Shares Not Issued Pursuant to Awards.

            (i) If any Shares subject to an Award are forfeited, expire or
otherwise terminate without issuance of such Shares, or any Award is settled for
cash or otherwise does not result in the issuance of all or a portion of the
Shares subject to such Award, the Shares shall, to the extent of such
forfeiture, expiration, termination, cash settlement or non-issuance, again be
available for Awards under the Plan, subject to Section 4(b)(iv) below.

            (ii) If any Shares issued pursuant to an Award are forfeited back to
or repurchased by the Company, including, but not limited to, any repurchase or
forfeiture caused by the failure to meet a contingency or condition required for
the vesting of such shares, then such forfeited or repurchased Shares shall
revert to and again become available for issuance under the Plan, subject to
Section 4(b)(iv) below.

            (iii) In the event that any Option or other Award is exercised by
the withholding of Shares from the Award by the Company, or withholding tax
liabilities arising from such

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Option or other Award are satisfied by the withholding of Shares from the Award
by the Company, then only the net number of Shares actually issued to the
Participant, excluding the Shares withheld, shall be counted as issued for
purposes of determining the maximum number of Shares available for grant under
the Plan, subject to Section 4(b)(iv) below.

      (c) Application of Limitations. The limitation contained in this Section 4
shall apply not only to Awards that are settled by the delivery of Shares but
also to Awards relating to Shares but settled only in cash (such as cash-only
Stock Appreciation Rights). The Plan Administrator may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting (as, for
example, in the case of tandem or substitute awards) and may make adjustments if
the number of Shares actually delivered differs from the number of shares
previously counted in connection with an Award.

      5. Eligibility; Per-Person Award Limitations. Awards may be granted under
the Plan only to Eligible Persons. Subject to adjustment as provided in Section
10(c), for each fiscal year in which awards granted under the Plan are subject
to the requirements of Section 162(m) of the Code, an Eligible Person may not be
granted Awards under which more than 2,000,000 Shares could be received by the
Participant.

      In addition, the maximum dollar value payable to any one Participant with
respect to Performance Units is $5,000,000 per each twelve (12) month period in
a Performance Period (pro-rated on a straight-line basis for any Performance
Period that is greater than or less than twelve (12) months in length).

      6. Terms of Awards.

      (a) General. Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Plan Administrator may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section
10(e)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Plan Administrator shall determine, including
terms requiring forfeiture of Awards in the event of termination of the
Participant's Continuous Service and terms permitting a Participant to make
elections relating to his or her Award. The Plan Administrator shall retain full
power and discretion to accelerate, waive or modify, at any time, any term or
condition of an Award that is not mandatory under the Plan.

      (b) Options. The Plan Administrator is authorized to grant Options to any
Eligible Person on the following terms and conditions:

            (i) Stock Option Agreement. Each grant of an Option shall be
evidenced by an Award Agreement. Such Award Agreement shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the Plan
Administrator deems appropriate for inclusion in the Award Agreement. The
provisions of the various Award Agreements entered into under the Plan need not
be identical.

            (ii) Number of Shares. Each Award Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 10(c) hereof. The Award Agreement shall
also specify that the Option is not intended to be an "incentive stock option"
as such term is defined under Section 422 of the Code.

            (iii) Exercise Price. Each Award Agreement shall state the price at
which Shares subject to the Option may be purchased (the "Exercise Price"),
which shall be, determined in the sole discretion of the Plan Administrator;
provided, however, that the Exercise Price shall not be less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
Notwithstanding any other provision of the Plan, all Options shall be structured
to avoid the imposition of any excise tax under Section 409A of the Code, unless
otherwise specifically determined by the Plan Administrator.


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      (iv) Time and Method of Exercise. The Plan Administrator shall determine
the time or times at which or the circumstances under which an Option may be
exercised in whole or in part (including based on achievement of performance
goals and/or future service requirements), the time or times at which Options
shall cease to be or become exercisable following termination of Continuous
Service or upon other conditions, the methods by which the exercise price may be
paid or deemed to be paid (including, in the discretion of the Plan
Administrator, a cashless exercise procedure), the form of such payment,
including, without limitation, cash, Stock, net exercise, other Awards or awards
granted under other plans of the Company or a Related Entity, other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis) or any other form of consideration legally
permissible, and the methods by or forms in which Stock will be delivered or
deemed to be delivered to Participants.

      (v) Termination of Service. Subject to earlier termination of the Option
as otherwise provided in the Plan and unless otherwise specifically provided by
the Plan Administrator with respect to an Option and set forth in the Award
Agreement, an Option shall be exercisable after a Participant's termination of
Continuous Service only during the applicable time period determined in
accordance with this Section and thereafter shall terminate and no longer be
exercisable:

            (A) Death or Disability. If the Participant's Continuous Service
terminates because of the death or Disability of the Participant, the Option, to
the extent unexercised and exercisable on the date on which the Participant's
Continuous Service terminated, may be exercised by the Participant (or the
Participant's legal representative or estate) at any time prior to the
expiration of twelve (12) months (or such other period of time as determined by
the Plan Administrator, in its discretion) after the date on which the
Participant's Continuous Service terminated, but in any event only with respect
to the vested portion of the Option and no later than the Option Expiration
Date.

            (B) Termination for Cause. Notwithstanding any other provision of
the Plan to the contrary, if the Participant's Continuous Service is terminated
for Cause, the Option shall terminate and cease to be exercisable immediately
upon such termination of Continuous Service.

            (C) Other Termination of Service. If the Participant's Continuous
Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable by the Participant on the date
on which the Participant's Continuous Service terminated, may be exercised by
the Participant at any time prior to the expiration of three (3) months (or such
longer period of time as determined by the Plan Administrator, in its
discretion) after the date on which the Participant's Continuous Service
terminated, but in any event only with respect to the vested portion of the
Option and no later than the Option Expiration Date.

            (D) Extension for Securities Law Violations. Notwithstanding the
other provisions of this Section 6(b)(v) above and contingent upon this
provision not adversely affecting the exemption of the Option from the
provisions of Section 409A of the Code, if the Participant's Continuous Service
terminates for any reason, except Cause, and the Participant is precluded by
federal or state securities laws from selling the Shares, so that the
Participant has less than a thirty (30) day period from the termination of
Participant's Continuous Service to the expiration date of the Option in which
the Participant would be permitted by federal or state securities laws to sell
the Shares, then the period for exercising the Option following the termination
of Participant's Continuous Service shall automatically be extended by an
additional period of up to thirty (30) days measured from the date the
Participant is first free to sell Shares; provided, however, that in no event
shall the Option be exercisable after the specified Option Expiration Date. The
determination of whether the Participant is precluded from selling the Shares
subject to the Option by federal or state securities laws shall be made by the
Plan Administrator and such determination shall be final, binding and
conclusive.

      (c) Stock Appreciation Rights. The Plan Administrator is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:

                                       9
<PAGE>
            (i) Agreement. Each grant of a Stock Appreciation Right shall be
evidenced by an Award Agreement. Such Award Agreement shall be subject to all
applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the Plan
Administrator deems appropriate for inclusion in the Award Agreement. The
provisions of the various Award Agreements entered into under the Plan need not
be identical.

            (ii) Right to Payment. A Stock Appreciation Right shall confer on
the Participant to whom it is granted a right to receive, upon exercise thereof,
the excess of (A) the Fair Market Value of one share of stock on the date of
exercise over (B) the grant price of the Stock Appreciation Right as determined
by the Plan Administrator.

            (iii) Other Terms. The Plan Administrator shall determine at the
date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part
(including based on achievement of performance goals and/or future service
requirements), the time or times at which Stock Appreciation Rights shall cease
to be or become exercisable following termination of Continuous Service or upon
other conditions, the form of payment upon exercise of Shares, cash or other
property, the method of exercise, method of settlement, form of consideration
payable in settlement (either cash, Shares or other property), method by or
forms in which Stock will be delivered or deemed to be delivered to
Participants, whether or not a Stock Appreciation Right shall be in tandem or in
combination with any other Award, and any other terms and conditions of any
Stock Appreciation Right. Stock Appreciation Rights may be either freestanding
or in tandem with other Awards. Notwithstanding any other provision of the Plan,
unless otherwise exempt from Section 409A of the Code or otherwise specifically
determined by the Plan Administrator, each Stock Appreciation Right shall be
structured to avoid the imposition of any excise tax under Section 409A of the
Code.

      (d) Restricted Stock. The Plan Administrator is authorized to grant
Restricted Stock to any Eligible Person on the following terms and conditions:

            (i) Grant and Restrictions. Restricted Stock shall be subject to
such restrictions on transferability, risk of forfeiture and other restrictions,
if any, as the Plan Administrator may impose, or as otherwise provided in this
Plan. The terms of any Restricted Stock grant under the Plan shall be set forth
in a written Award Agreement which shall contain provisions determined by the
Plan Administrator and not inconsistent with the Plan. The restrictions may
lapse separately or in combination at such times, under such circumstances
(including based on achievement of performance goals and/or future service
requirements), in such installments or otherwise, as the Plan Administrator may
determine at the date of grant or thereafter. Except to the extent restricted
under the terms of the Plan and any Award Agreement relating to the Restricted
Stock, a Participant granted Restricted Stock shall have all of the rights of a
shareholder, including the right to vote the Restricted Stock and the right to
receive dividends thereon (subject to any mandatory reinvestment or other
requirement imposed by the Plan Administrator). During the restricted period
applicable to the Restricted Stock, subject to Section 10(b) below, the
Restricted Stock may not be sold, transferred, pledged, hypothecated, margined
or otherwise encumbered by the Participant.

            (ii) Forfeiture. Except as otherwise determined by the Plan
Administrator, upon termination of a Participant's Continuous Service during the
applicable restriction period, the Participant's Restricted Stock that is at
that time subject to a risk of forfeiture that has not lapsed or otherwise been
satisfied shall be forfeited to or reacquired by the Company; provided that the
Plan Administrator may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock shall be waived in whole or in part in
the event of terminations resulting from specified causes, and the Plan
Administrator may in other cases waive in whole or in part the forfeiture of
Restricted Stock.

            (iii) Certificates for Shares. Restricted Stock granted under the
Plan may be evidenced in such manner as the Plan Administrator shall determine.
If certificates representing Restricted Stock are registered in the name of the
Participant, the Plan Administrator may require that such certificates bear an
appropriate legend referring to the terms, conditions and restrictions
applicable

                                       10
<PAGE>
to such Restricted Stock, that the Company retain physical possession of the
certificates, that the certificates be kept with an escrow agent and that the
Participant deliver a stock power to the Company, endorsed in blank, relating to
the Restricted Stock.

            (iv) Dividends and Splits. As a condition to the grant of an Award
of Restricted Stock, the Plan Administrator may require or permit a Participant
to elect that any cash dividends paid on a share of Restricted Stock be
automatically reinvested in additional shares of Restricted Stock or applied to
the purchase of additional Awards under the Plan. Unless otherwise determined by
the Plan Administrator, Shares distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted
Stock with respect to which such Shares or other property have been distributed.

      (e) Stock Units. The Plan Administrator is authorized to grant Stock Units
to Participants, which are rights to receive Shares, cash or other property, or
a combination thereof at the end of a specified time period, subject to the
following terms and conditions:

            (i) Award and Restrictions. Satisfaction of an Award of Stock Units
shall occur upon expiration of the time period specified for such Stock Units by
the Plan Administrator (or, if permitted by the Plan Administrator, as elected
by the Participant). In addition, Stock Units shall be subject to such
restrictions (which may include a risk of forfeiture) as the Plan Administrator
may impose, if any, which restrictions may lapse at the expiration of the time
period or at earlier specified times (including based on achievement of
performance goals and/or future service requirements), separately or in
combination, in installments or otherwise, as the Plan Administrator may
determine. The terms of an Award of Stock Units shall be set forth in a written
Award Agreement which shall contain provisions determined by the Plan
Administrator and not inconsistent with the Plan. Stock Units may be satisfied
by delivery of Stock, cash equal to the Fair Market Value of the specified
number of Shares covered by the Stock Units, or a combination thereof, as
determined by the Plan Administrator at the date of grant or thereafter. Prior
to satisfaction of an Award of Stock Units, an Award of Stock Units carries no
voting or dividend or other rights associated with share ownership.
Notwithstanding any other provision of the Plan, unless otherwise exempt from
Section 409A of the Code or otherwise specifically determined by the Plan
Administrator, each Stock Unit shall be structured to avoid the imposition of
any excise tax under Section 409A of the Code.

            (ii) Forfeiture. Except as otherwise determined by the Plan
Administrator, upon termination of a Participant's Continuous Service during the
applicable time period or portion thereof to which forfeiture conditions apply
(as provided in the Award Agreement evidencing the Stock Units), the
Participant's Stock Units (other than those Stock Units subject to deferral at
the election of the Participant) shall be forfeited; provided that the Plan
Administrator may provide, by rule or regulation or in any Award Agreement, or
may determine in any individual case, that restrictions or forfeiture conditions
relating to Stock Units shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Plan Administrator may in
other cases waive in whole or in part the forfeiture of Stock Units.

            (iii) Dividend Equivalents. Unless otherwise determined by the Plan
Administrator at date of grant, any Dividend Equivalents that are granted with
respect to any Award of Stock Units shall be either (A) paid with respect to
such Stock Units at the dividend payment date in cash or in Shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such Stock Units and the amount or
value thereof automatically deemed reinvested in additional Stock Units, other
Awards or other investment vehicles, as the Plan Administrator shall determine
or permit the Participant to elect.

      (f) Bonus Stock and Awards in Lieu of Obligations. The Plan Administrator
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of Company obligations to pay cash or deliver other property under the Plan
or under other plans or compensatory arrangements, provided that, in the case of
Participants subject to Section 16 of the Exchange Act, the amount of such


                                       11
<PAGE>
grants remains within the discretion of the Plan Administrator to the extent
necessary to ensure that acquisitions of Stock or other Awards are exempt from
liability under Section 16(b) of the Exchange Act. Stock or Awards granted
hereunder shall be subject to such other terms as shall be determined by the
Plan Administrator.

      (g) Dividend Equivalents. The Plan Administrator is authorized to grant
Dividend Equivalents to any Eligible Person entitling the Eligible Person to
receive cash, Shares, other Awards, or other property equal in value to
dividends paid with respect to a specified number of Shares, or other periodic
payments. Dividend Equivalents may be awarded on a free-standing basis or in
connection with another Award. The terms of an Award of Dividend Equivalents
shall be set forth in a written Award Agreement which shall contain provisions
determined by the Plan Administrator and not inconsistent with the Plan. The
Plan Administrator may provide that Dividend Equivalents shall be paid or
distributed when accrued or shall be deemed to have been reinvested in
additional Stock, Awards, or other investment vehicles, and subject to such
restrictions on transferability and risks of forfeiture, as the Plan
Administrator may specify. Notwithstanding any other provision of the Plan,
unless otherwise exempt from Section 409A of the Code or otherwise specifically
determined by the Plan Administrator, each Dividend Equivalent shall be
structured to avoid the imposition of any excise tax under Section 409A of the
Code.

      (h) Performance Awards. The Plan Administrator is authorized to grant
Performance Awards to any Eligible Person payable in cash, Shares, other
property, or other Awards, on terms and conditions established by the Plan
Administrator, subject to the provisions of Section 7 if and to the extent that
the Plan Administrator shall, in its sole discretion, determine that an Award
shall be subject to those provisions. The performance criteria to be achieved
during any Performance Period and the length of the Performance Period shall be
determined by the Plan Administrator upon the grant of each Performance Award.
Except as provided in this Plan or as may be provided in an Award Agreement,
Performance Awards will be distributed only after the end of the relevant
Performance Period. The performance goals to be achieved for each Performance
Period shall be conclusively determined by the Plan Administrator and may be
based upon the criteria set forth in Section 7(b), or in the case of an Award
that the Plan Administrator determines shall not be subject to Section 7 hereof,
any other criteria that the Plan Administrator, in its sole discretion, shall
determine should be used for that purpose. The amount of the Award to be
distributed shall be conclusively determined by the Plan Administrator.
Performance Awards may be paid in a lump sum or in installments following the
close of the Performance Period or, in accordance with procedures established by
the Plan Administrator, on a deferred basis.

      (i) Other Stock-Based Awards. The Plan Administrator is authorized,
subject to limitations under applicable law, to grant to any Eligible Person
such other Awards that may be denominated or payable in, valued in whole or in
part by reference to, or otherwise based on, or related to, Shares, as deemed by
the Plan Administrator to be consistent with the purposes of the Plan,
including, without limitation, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Stock, purchase rights for Stock,
Awards with value and payment contingent upon performance of the Company or any
other factors designated by the Plan Administrator, and Awards valued by
reference to the book value of Stock or the value of securities of or the
performance of specified Related Entities or business units. The Plan
Administrator shall determine the terms and conditions of such Awards. The terms
of any Award pursuant to this Section shall be set forth in a written Award
Agreement which shall contain provisions determined by the Plan Administrator
and not inconsistent with the Plan. Stock delivered pursuant to an Award in the
nature of a purchase right granted under this Section 6(h) shall be purchased
for such consideration (including without limitation loans from the Company or a
Related Entity), paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Stock, other Awards or other property, as
the Plan Administrator shall determine. Cash awards, as an element of or
supplement to any other Award under the Plan, may also be granted pursuant to
this Section 6(h). Notwithstanding any other provision of the Plan, unless
otherwise exempt from Section 409A of the Code or otherwise specifically
determined by the Plan Administrator, each Award shall be structured to avoid
the imposition of any excise tax under Section 409A of the Code.


                                       12
<PAGE>
      7. Tax Qualified Performance Awards.

      (a) Covered Employees. A Committee, composed in compliance with the
requirements of Section 162(m) of the Code, in its discretion, may determine at
the time an Award is granted to an Eligible Person who is, or is likely to be,
as of the end of the tax year in which the Company would claim a tax deduction
in connection with such Award, a Covered Employee, that the provisions of this
Section 7 shall be applicable to such Award.

      (b) Performance Criteria. If an Award is subject to this Section 7, then
the lapsing of restrictions thereon and the distribution of cash, Shares or
other property pursuant thereto, as applicable, shall be contingent upon
achievement of one or more objective performance goals. Performance goals shall
be objective and shall otherwise meet the requirements of Section 162(m) of the
Code and regulations thereunder including the requirement that the level or
levels of performance targeted by the Committee result in the achievement of
performance goals being "substantially uncertain." One or more of the following
business criteria for the Company, on a consolidated basis, and/or for Related
Entities, or for business or geographical units of the Company and/or a Related
Entity (except with respect to the total shareholder return and earnings per
share criteria), shall be used by the Committee in establishing performance
goals for such Awards: (1) earnings per share; (2) revenues or margins; (3) cash
flow; (4) operating margin; (5) return on net assets, investment, capital, or
equity; (6) economic value added; (7) direct contribution; (8) net income;
pretax earnings; earnings before interest and taxes; earnings before interest,
taxes, depreciation and amortization; earnings after interest expense and before
extraordinary or special items; operating income; income before interest income
or expense, unusual items and income taxes, local, state or federal and
excluding budgeted and actual bonuses which might be paid under any ongoing
bonus plans of the Company; (9) working capital; (10) management of fixed costs
or variable costs; (11) identification or consummation of investment
opportunities or completion of specified projects in accordance with corporate
business plans, including strategic mergers, acquisitions or divestitures; (12)
total shareholder return; and (13) debt reduction. Any of the above goals may be
determined on an absolute or relative basis or as compared to the performance of
a published or special index deemed applicable by the Committee including, but
not limited to, the Standard & Poor's 500 Stock Index or a group of companies
that are comparable to the Company. The Committee shall exclude the impact of an
event or occurrence which the Committee determines should appropriately be
excluded, including without limitation (i) restructurings, discontinued
operations, extraordinary items, and other unusual or non-recurring charges,
(ii) an event either not directly related to the operations of the Company or
not within the reasonable control of the Company's management, or (iii) a change
in accounting standards required by generally accepted accounting principles.

      (c) Performance Period; Timing For Establishing Performance Goals.
Achievement of performance goals in respect of such Performance Awards shall be
measured over a Performance Period no shorter than twelve (12) months and no
longer than five (5) years, as specified by the Committee. Performance goals
shall be established not later than ninety (90) days after the beginning of any
Performance Period applicable to such Performance Awards, or at such other date
as may be required or permitted for "performance-based compensation" under
Section 162(m) of the Code.

      (d) Adjustments. The Committee may, in its discretion, reduce the amount
of a settlement otherwise to be made in connection with Awards subject to this
Section 7, but may not exercise discretion to increase any such amount payable
to a Covered Employee in respect of an Award subject to this Section 7. The
Committee shall specify the circumstances in which such Awards shall be paid or
forfeited in the event of termination of Continuous Service by the Participant
prior to the end of a Performance Period or settlement of Awards.

      (e) Committee Certification. No Participant shall receive any payment
under the Plan unless the Committee has certified, by resolution or other
appropriate action in writing, that the performance criteria and any other
material terms previously established by the Committee or set forth in the Plan,
have been satisfied to the extent necessary to qualify as "performance based
compensation" under Section 162(m) of the Code.


                                       13
<PAGE>

      8. Certain Provisions Applicable to Awards or Sales.

      (a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Plan Administrator, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any
Related Entity, or any business entity to be acquired by the Company or a
Related Entity, or any other right of a Participant to receive payment from the
Company or any Related Entity. Such additional, tandem, and substitute or
exchange Awards may be granted at any time. If an Award is granted in
substitution or exchange for another Award or award, the Plan Administrator
shall require the surrender of such other Award or award in consideration for
the grant of the new Award. In addition, Awards may be granted in lieu of cash
compensation, including in lieu of cash amounts payable under other plans of the
Company or any Related Entity.

      (b) Form and Timing of Payment Under Awards; Deferrals. Subject to the
terms of the Plan and any applicable Award Agreement, payments to be made by the
Company or a Related Entity upon the exercise of an Option or other Award or
settlement of an Award may be made in such forms as the Plan Administrator shall
determine, including, without limitation, cash, other Awards or other property,
and may be made in a single payment or transfer, in installments, or on a
deferred basis. The settlement of any Award may be accelerated, and cash paid in
lieu of Stock in connection with such settlement, in the discretion of the Plan
Administrator or upon occurrence of one or more specified events (in addition to
a Change in Control). Installment or deferred payments may be required by the
Plan Administrator (subject to Section 10(g) of the Plan) or permitted at the
election of the Participant on terms and conditions established by the Plan
Administrator. Payments may include, without limitation, provisions for the
payment or crediting of a reasonable interest rate on installment or deferred
payments or the grant or crediting of Dividend Equivalents or other amounts in
respect of installment or deferred payments denominated in Stock.

      (c) Exemptions from Section 16(b) Liability. It is the intent of the
Company that this Plan comply in all respects with applicable provisions of Rule
16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that neither the
grant of any Awards to nor other transaction by a Participant who is subject to
Section 16 of the Exchange Act is subject to liability under Section 16(b)
thereof (except for transactions acknowledged in writing to be non-exempt by
such Participant). Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 or Rule
16a-1(c)(3) as then applicable to any such transaction, such provision will be
construed or deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such Participant shall
avoid liability under Section 16(b).

      (d) Code Section 409A. If and to the extent that the Plan Administrator
believes that any Awards may constitute a "nonqualified deferred compensation
plan" under Section 409A of the Code, the terms and conditions set forth in the
Award Agreement for that Award shall be drafted in a manner that is intended to
comply with, and shall be interpreted in a manner consistent with, the
applicable requirements of Section 409A of the Code, unless otherwise agreed to
in writing by the Participant and the Company.

      9. Change in Control; Corporate Transaction.

      (a) Change in Control.

            (i) The Plan Administrator may, in its discretion, accelerate the
vesting, exercisability, lapsing of restrictions, or expiration of deferral of
any Award, including upon a Change in Control. In addition, the Plan
Administrator may provide in an Award Agreement that the performance goals
relating to any Award will be deemed to have been met upon the occurrence of any
Change in Control.

            (ii) In addition to the terms of Sections 9(a)(i) above, the effect
of a "change in control," may be provided (1) in an employment, compensation, or
severance agreement, if any,


                                       14
<PAGE>
between the Company or any Related Entity and the Participant, relating to the
Participant's employment, compensation, or severance with or from the Company or
such Related Entity, or (2) in the Award Agreement.

      (b) Corporate Transactions. In the event of a Corporate Transaction, any
surviving corporation or acquiring corporation (together, the "Successor
Corporation") may either (i) assume any or all Awards outstanding under the
Plan; (ii) continue any or all Awards outstanding under the Plan; or (iii)
substitute similar stock awards for outstanding Awards (it being understood that
similar awards include, but are not limited to, awards to acquire the same
consideration paid to the shareholders or the Company, as the case may be,
pursuant to the Corporate Transaction). In the event that any Successor
Corporation does not assume or continue any or all such outstanding Awards or
substitute similar stock awards for such outstanding Awards, then with respect
to Awards that have been not assumed, continued or substituted, then such Awards
shall terminate if not exercised (if applicable) at or prior to such effective
time (contingent upon the effectiveness of the Corporate Transaction).

      In the event that the Successor Corporation in a Corporate Transaction
refuses to assume, continue or substitute for an Award, then the Award shall
fully vest and be exercisable (if applicable) as to all of the Shares subject to
such Award, including Shares as to which such Award would not otherwise be
vested or, if applicable, exercisable. If an Award becomes fully vested and, if
applicable, exercisable in lieu of assumption, continuation or substitution in
the event of a Corporate Transaction, the Plan Administrator shall notify the
Participant in writing or electronically at least five (5) business days prior
to the effective time of the Corporate Transaction that the Award shall be fully
vested and, if applicable, exercisable immediately prior to and contingent upon
the effective time of the Corporate Transaction. For the purposes of this
Section, an Award shall be considered assumed or substituted if, following the
Corporate Transaction, the assumed or substituted award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the Corporate Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Corporate Transaction by holders of
Stock for each Share held on the effective time of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration received in the Corporate Transaction is not solely common
stock of the Successor Corporation, the Plan Administrator may, with the consent
of the Successor Corporation, provide for the consideration to be received from
the Award (or, if applicable, upon the exercise of the Award), for each Share
subject to the Award, to be solely common stock of the Successor Corporation
equal in fair market value to the per share consideration received by holders of
Stock in the Corporate Transaction. An Award shall be considered continued if
the Award continues in accordance with its terms and continues to be for same
number of Shares as prior to the Corporate Transaction. The Plan Administrator,
in its sole discretion, shall determine whether each Award has been assumed,
continued, substituted or terminated pursuant to the terms of this Section.

      The Plan Administrator, in its discretion and without the consent of any
Participant, may (but is not obligated to) either (i) accelerate the vesting of
any Awards (and, if applicable, the time at which such Awards may be exercised)
in full or as to some percentage of the Award to a date prior to the effective
time of such Corporate Transaction as the Plan Administrator shall determine
(contingent upon the effectiveness of the Corporate Transaction) or (ii) provide
for a cash payment in exchange for the termination of an Award or any portion
thereof where such cash payment is equal to the Fair Market Value of the Shares
that the Participant would receive if the Award were fully vested and exercised
(if applicable) as of such date (less any applicable exercise price).

      Notwithstanding the foregoing, with respect to Restricted Stock and any
other Award granted under the Plan where the Company has any forfeiture,
reacquisition or repurchase rights, the forfeiture, reacquisition or repurchase
rights for such Awards may be assigned by the Company to the Successor
Corporation (or the Successor Corporation's parent company) in connection with
such Corporate Transaction. In the event any such rights are not continued or
assigned to the Successor Corporation, then such rights shall lapse and the
Award shall be fully vested as of the effective time of the Corporate
Transaction. In addition, the Plan Administrator, in its discretion, may (but is
not obligated to) provide that any forfeiture, reacquisition or repurchase
rights held by the Company with respect to any

                                       15
<PAGE>
such Awards shall lapse in whole or in part (contingent upon the effectiveness
of the Corporate Transaction).


      (c) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Awards shall terminate
immediately prior to the completion of such dissolution or liquidation, and
Shares subject to the Company's repurchase option may be repurchased by the
Company notwithstanding the fact that the holder of such stock is still in
Continuous Service.

      10. General Provisions.

      (a) Compliance With Legal and Other Requirements. The Company may, to the
extent deemed necessary or advisable by the Plan Administrator, postpone the
issuance or delivery of Stock or payment of other benefits under any Award until
completion of such registration or qualification of such Stock or other required
action under any federal or state law, rule or regulation, listing or other
required action with respect to any stock exchange or automated quotation system
upon which the Stock or other Company securities are listed or quoted, or
compliance with any other obligation of the Company, as the Plan Administrator,
may consider appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be subject to such
other conditions as it may consider appropriate in connection with the issuance
or delivery of Stock or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations. The
foregoing notwithstanding, in connection with a Change in Control, the Company
shall take or cause to be taken no action, and shall undertake or permit to
arise no legal or contractual obligation, that results or would result in any
postponement of the issuance or delivery of Stock or payment of benefits under
any Award or the imposition of any other conditions on such issuance, delivery
or payment, to the extent that such postponement or other condition would
represent a greater burden on a Participant than existed on the ninetieth (90th)
day preceding the Change in Control.

      (b) Limits on Transferability; Beneficiaries.

            (i) General. Except as provided in the Award Agreement, a
Participant may not assign, sell, transfer, or otherwise encumber or subject to
any lien any Award or other right or interest granted under this Plan, in whole
or in part, other than by will or by operation of the laws of descent and
distribution, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative.

            (ii) Permitted Transfer of Option. The Plan Administrator, in its
sole discretion, may permit the transfer of an Option as follows: (A) by gift to
a member of the Participant's Immediate Family (as defined below) or (B) by
transfer by instrument to a trust providing that the Option is to be passed to
beneficiaries upon death of the Participant. For purposes of this Section
10(b)(ii), "Immediate Family" shall mean the Participant's spouse (including a
former spouse subject to terms of a domestic relations order); child, stepchild,
grandchild, child-in-law; parent, stepparent, grandparent, parent-in-law;
sibling and sibling-in-law, and shall include adoptive relationships. If a
determination is made by counsel for the Company that the restrictions contained
in this Section 10(b)(ii) are not required by applicable federal or state
securities laws under the circumstances, then the Plan Administrator, in its
sole discretion, may permit the transfer of Awards to one or more Beneficiaries
or other transferees during the lifetime of the Participant, which may be
exercised by such transferees in accordance with the terms of such Award, but
only if and to the extent permitted by the Plan Administrator pursuant to the
express terms of an Award Agreement (subject to any terms and conditions which
the Plan Administrator may impose thereon, and further subject to any
prohibitions and restrictions on such transfers pursuant to Rule 16b-3). A
Beneficiary, transferee, or other person claiming any rights under the Plan from
or through any Participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such Participant, except as otherwise
determined by the Plan Administrator, and to any additional terms and conditions
deemed necessary or appropriate by the Plan Administrator.


                                       16
<PAGE>
      (c) Adjustments.

            (i) Adjustments to Awards. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Stock
and/or such other securities of the Company or any other issuer such that a
substitution, exchange, or adjustment is determined by the Plan Administrator to
be appropriate, then the Plan Administrator shall, in such manner as the Plan
Administrator may deem equitable, substitute, exchange, or adjust any or all of
(A) the number and kind of Shares reserved for issuance in connection with
Awards granted thereafter, (B) the number and kind of Shares by which annual
per-person Award limitations are measured under Section 5 hereof, (C) the number
and kind of Shares subject to or deliverable in respect of outstanding Awards,
(D) the exercise price, grant price or purchase price relating to any Award
and/or make provision for payment of cash or other property in respect of any
outstanding Award, and (E) any other aspect of any Award that the Plan
Administrator determines to be appropriate.

            (ii) Other Adjustments. The Plan Administrator (which shall be a
Committee to the extent such authority is required to be exercised by a
Committee to comply with Code Section 162(m)) is authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards (including
Awards subject to performance goals) in recognition of unusual or nonrecurring
events (including, without limitation, acquisitions and dispositions of
businesses and assets) affecting the Company, any Related Entity or any business
unit, or the financial statements of the Company or any Related Entity, or in
response to changes in applicable laws, regulations, accounting principles, tax
rates and regulations or business conditions or in view of the Plan
Administrator's assessment of the business strategy of the Company, any Related
Entity or business unit thereof, performance of comparable organizations,
economic and business conditions, personal performance of a Participant, and any
other circumstances deemed relevant; provided that no such adjustment shall be
authorized or made if and to the extent that such authority or the making of
such adjustment would cause Options, Stock Appreciation Rights or Performance
Awards granted to Participants designated by the Plan Administrator as Covered
Employees and intended to qualify as "performance-based compensation" under Code
Section 162(m) and the regulations thereunder to otherwise fail to qualify as
"performance-based compensation" under Code Section 162(m) and regulations
thereunder.

      (d) Taxes. The Company and any Related Entity are authorized to withhold
from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or potentially payable
in connection with any transaction involving an Award, and to take such other
action as the Plan Administrator may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Stock or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations,
either on a mandatory or elective basis in the discretion of the Plan
Administrator.

      (e) Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue or terminate the Plan, or any Committee's authority to grant Awards
under the Plan, without the consent of shareholders or Participants. Any
amendment or alteration to the Plan shall be subject to the approval of the
Company's shareholders if such shareholder approval is deemed necessary and
advisable by the Board. However, without the consent of an affected Participant,
no such amendment, alteration, suspension, discontinuance or termination of the
Plan may materially and adversely affect the rights of such Participant under
any previously granted and outstanding Award. The Plan Administrator may waive
any conditions or rights under, or amend, alter, suspend, discontinue or
terminate any Award theretofore granted and any Award Agreement relating
thereto, except as otherwise provided in the Plan; provided that, without the
consent of an affected Participant, no such action may materially and adversely
affect the rights of such Participant under such Award.


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<PAGE>
      (f) Limitation on Rights Conferred Under Plan. Neither the Plan nor any
action taken hereunder shall be construed as (i) giving any Eligible Person or
Participant the right to continue as an Eligible Person or Participant or in the
employ of the Company or a Related Entity; (ii) interfering in any way with the
right of the Company or a Related Entity to terminate any Eligible Person's or
Participant's Continuous Service at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and Employees, or (iv) conferring on a
Participant any of the rights of a shareholder of the Company unless and until
the Participant is duly issued or transferred Shares in accordance with the
terms of an Award.

      (g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant or obligations to deliver
Stock pursuant to an Award, nothing contained in the Plan or any Award shall
give any such Participant any rights that are greater than those of a general
creditor of the Company; provided that the Plan Administrator may authorize the
creation of trusts and deposit therein cash, Stock, other Awards or other
property, or make other arrangements to meet the Company's obligations under the
Plan. Such trusts or other arrangements shall be consistent with the "unfunded"
status of the Plan unless the Plan Administrator otherwise determines with the
consent of each affected Participant. The trustee of such trusts may be
authorized to dispose of trust assets and reinvest the proceeds in alternative
investments, subject to such terms and conditions as the Plan Administrator may
specify and in accordance with applicable law.

      (h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for approval shall
be construed as creating any limitations on the power of the Board or the
Committee thereof to adopt such other incentive arrangements as it may deem
desirable including incentive arrangements and awards which do not qualify under
Code Section 162(m).

      (i) Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Plan Administrator shall determine
whether cash, other Awards or other property shall be issued or paid in lieu of
such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

      (j) Governing Law. The validity, construction and effect of the Plan, any
rules and regulations under the Plan, and any Award Agreement shall be
determined in accordance with the laws of the State of Florida without giving
effect to principles of conflicts of laws, and applicable federal law.

      (k) Plan Effective Date and Shareholder Approval; Termination of Plan. The
Plan shall become effective on the Effective Date, subject to subsequent
approval within twelve (12) months of its adoption by the Board by shareholders
of the Company eligible to vote in the election of directors, by a vote
sufficient to meet the requirements of Code Sections 162(m) (if applicable),
Rule 16b-3 under the Exchange Act (if applicable), applicable Nasdaq
requirements, and other laws, regulations, and obligations of the Company
applicable to the Plan. Awards may be granted subject to shareholder approval,
but may not be exercised or otherwise settled in the event shareholder approval
is not obtained. The Plan shall terminate no later than ten (10) years from the
date of the later of (x) the Effective Date and (y) the date an increase in the
number of shares reserved for issuance under the Plan is approved by the Board
(so long as such increase is also approved by the shareholders).

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