Ex 10.11


 


xG Technology, LLC


2006 STOCK INCENTIVE PLAN


 


Section
1.             Purpose of Plan.


 


The name of this plan
is the xG Technology, LLC 2006 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to provide additional
incentive to those officers, employees, Consultants and non-employee directors of the Company and its Parents, Subsidiaries and
Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the Company’s business,
in order to strengthen the commitment of such persons to the Company and its Parents, Subsidiaries and Affiliates, motivate such
persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose
efforts will result in the long-term growth and profitability of the Company and its Parents, Subsidiaries and Affiliates. To accomplish
such purposes, the Plan provides that the Company may grant Options, Restricted Stock, Restricted Stock Units, and Other Awards.
The Plan is intended to satisfy the requirements of section 162(m) of the Code and shall be interpreted in a manner consistent
with the requirements thereof.


 


Section 2.             Definitions.


 


For purposes of the Plan,
the following terms shall be defined as set forth below:


 


(a)          “Administrator”
means the Board, or if and to the extent the Board does not administer the Plan, the Committee, in accordance with Section 3 hereof.


 


(b)          “Affiliate”
means any corporation 50% or more of the voting power of the outstanding voting securities of which is owned by the Company, its
Parents or its Subsidiaries, or by any other Affiliate.


 


(c)          “Award”
means an award of Options, Restricted Stock, Restricted Stock Units, or Other Awards under the Plan.


 


(d)          “Award
Agreement” means, with respect to any Award, the written agreement between the Company and the Participant setting forth
the terms and conditions of the Award.


 


(e)          “Board”
means the Board of Directors of the Company.


 


(f)          “Change
in Capitalization” means any increase, reduction, or change or exchange of Shares for a different number or kind of shares
or other securities or property by reason of a reclassification, recapitalization, merger, consolidation, reorganization, issuance
of warrants or rights, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise; or any other corporate action, such as declaration of a special dividend, that affects
the capitalization of the Company.


 


(g)          “Change
in Control” means the first to occur on or after the effective date of this Plan any one of the events set forth in the
following paragraphs:


 




    	 



    	 



    

 


(i)          any
Person is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly
from the Company) representing 50.1% or more of the Company’s then outstanding securities;


 


(ii)         there
is consummated a merger or consolidation of the Company with any other corporation other than a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 50.1% or more of the combined voting power of the Company’s
then outstanding securities; or


 


(iii)        the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets.


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.


 


(i)          “Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. If at any time or to any extent the Board shall
not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee.


 


(j)          “Common
Stock” means the common stock, of the Company.


 


(k)          “Company”
means xG Technology, LLC (or any successor corporation).


 


(l)          “Consultant”
means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated
for such services, provided that the term “Consultant” shall not include Directors who are paid, only a director’s
fee by the Company or who are not compensated by the Company for their services as Directors.


 


(m)          “Disability”
means (1) any physical or mental condition that would qualify a Participant for a disability benefit under any long-term disability
plan maintained by the Company (or by the Parent, Subsidiary or Affiliate by which he is employed); (2) such other condition as
may be determined in the sole discretion of the Administrator to constitute Disability.


 


(n)          “Eligible
Recipient” means an employee, officer, Consultant or director (including a non-employee director) of the Company or of
any Parent, Subsidiary or Affiliate.


 


(o)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 




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(p)          “Exercise
Price” means the per share price at which a holder of an Option may purchase the Shares issuable upon exercise of the
Option.


 


(q)          “Fair
Market Value” of a share of Common Stock as of a particular date shall mean (1) the closing sale price reported for such
share on the national securities exchange or national market system on which such stock is principally traded on the last day preceding
such date on which a sale was reported, or (2) if the shares of Common Stock are not then listed on a national securities exchange
or national market system, or the value of such shares is not otherwise determinable, such value as determined by the Administrator
in good faith in its sole discretion.


 


(r)          “Membership
Units” shall mean ownership rights in the Limited Liability Company, indicated by the right to receive cash or unit distributions,
declared by the Administrator, and having voting rights in the governance of the Company. For convenience, Membership Units are
otherwise referred to as Shares or Stock.


 


(s)          “Option”
means a right to acquire a specified number of Shares of the Company’s Stock at a fixed price, subject to conditions set
forth in the Award Agreement.


 


(t)          “Other
Award” means an Award granted pursuant to Section 11 hereof.


 


(u)          “Parent”
means any corporation (other than the Company) 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 50.1% or more of the combined voting power of all classes of stock
in one of the other corporations in the chain.


 


(v)         “Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority in Section 3 hereof,
to receive grants of Options or awards of Restricted Stock, Restricted Stock Units, or Other Awards. A Participant who receives
the grant of an Option is sometimes referred to herein as “Optionee.”


 


(w)          “Performance
Goal” shall mean one or more of the following business criteria applied to a Participant and/or a business unit or the
Company and/or a Subsidiary: (1) return on total stockholder equity; (2) earnings per share of Common Stock; (3) net income (before
or after taxes); (4) earnings before all or any interest, taxes, depreciation and/or amortization (“EBIT”, “EBITA”,
or “EBITDA”); (5) gross revenue; (6) return on assets; (7) market share; (8) cost reduction goals; (9) earnings from
continuing operations, levels of expense, cost or liability; (10) membership goals, and (11) any combination of, or a specified
increase or decrease of one or more of the foregoing over a specified period, in each case, as applicable, as determined in accordance
with generally accepted accounting principles.


 


(x)          “Person”
shall have the meaning given in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.


 




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(y)          “Restricted
Stock Unit” means the right to receive a Share or the Fair Market Value of a Share in cash granted pursuant to Section
9 hereof.


 


(z)          “Restricted
Stock” means Shares subject to certain restrictions granted pursuant to Section 8 hereof.


 


(aa)         “Subsidiary”
means any corporation (other than the Company) 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 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.


 


Section
3.             Administration.


 


(a)          The
Plan shall be administered by the Board or, at the Board’s sole discretion, by the Committee, which shall serve at the pleasure
of the Board. Pursuant to the terms of the Plan, the Administrator shall have the power and authority, without limitation:


 


(i)          to
select those Eligible Recipients who shall be Participants;


 


(ii)         to
determine whether and to what extent Options or awards of Restricted Stock, Restricted Stock Units, or Other Awards are to be granted
hereunder to Participants;


 


(iii)        to
determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)        to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder;


 


(v)         to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Options or awards of Restricted Stock, Restricted Stock Units, or Other Awards granted hereunder;


 


(vi)        to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem
advisable; and


 


(vii)       to
interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto),
and to otherwise supervise the administration of the Plan.


 




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(b)          The
Administrator may, in its absolute discretion, without amendment to the Plan, (i) accelerate the date on which any Option granted
under the Plan becomes exercisable, waive or amend the operation of Plan provisions respecting exercise after termination of employment
or otherwise adjust any of the terms of such Option, and (ii) accelerate the lapse of restrictions, or waive any condition imposed
hereunder, with respect to any Restricted Stock, Restricted Stock Units, or Other Awards or otherwise adjust any of the terms applicable
to any such Award; provided that no action under this Section 3(b) shall adversely affect any outstanding Award without
the consent of the holder thereof.


 


(c)          All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons,
including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken
or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee
of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company
in respect of any such action, determination or interpretation.


 


(d)          Subject
to section 162(m) of the Code and except as required by Rule 16b-3 under the Exchange Act with respect to grants of Awards to individuals
who are subject to section 16 of the Exchange Act, or as otherwise required for compliance with Rule 16b-3 under the Exchange Act
or other applicable law, the Committee may delegate all or any part of its authority under the Plan to an employee, employees or
committee of employees of the Company or any Subsidiary.


 


Section
4.             Shares Reserved for Issuance Under the Plan.


 


(a)          The
total number of Shares reserved and available for issuance under the Plan shall be 5,000,000 Shares. Such Shares may consist, in
whole or in part, of authorized and unissued Shares or treasury shares. The grant of any Restricted Stock Units that may be settled
only in cash shall not reduce the number of shares of Common Stock with respect to which Awards may be granted pursuant to the
Plan.


 


(b)          To
the extent that (i) an Option expires or is otherwise cancelled or terminated without being exercised as to the underlying Shares,
(ii) any Shares subject to any award of Restricted Stock, Restricted Stock Unit, or Other Awards are forfeited, (iii) payment for
an Option upon exercise is made with Shares or (iv) Shares are withheld from payment of an Award in satisfaction of any federal,
state or local tax withholding requirements, such Shares shall again be available for issuance in connection with future Awards
granted under the Plan.


 


(c)          The
aggregate number of Shares with respect to which Awards (including Awards payable in cash but denominated in Common Stock, i.e.,
cash-settled Restricted Stock Units) may be granted to any individual Participant during any calendar year shall not exceed 1,500,000.


 




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Section
5.             Equitable Adjustments.


 


In the event of any Change
in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number and/or kind
of shares of common stock reserved for issuance under the Plan, (ii) the kind, number and/or option price of shares of stock or
other property subject to outstanding Options granted under the Plan, and (iii) the kind, number and/or purchase price of shares
of stock or other property subject to outstanding awards of Restricted Stock, Restricted Stock Units and Other Awards granted under
the Plan, in each case as may be determined by the Administrator, in its sole discretion. Such other equitable substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of
the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, for the cancellation
of any outstanding Awards in exchange for payment in cash or other property of the Fair Market Value of the Shares covered by such
Awards reduced, in the case of Options, by the Exercise Price thereof, or by any other applicable purchase price.


 


Section
6.              Eligibility.


 


The Participants under
the Plan shall be selected from time to time by the Administrator, in its sole discretion, from among Eligible Recipients. The
Administrator shall have the authority to grant to any Eligible Recipient Options, Restricted Stock, Restricted Stock Units, or
Other Awards.


 


Section
7.             Options.


 


(a)          General.
Options may be granted alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be
evidenced by an Award Agreement in such form as the Administrator may from time to time approve. The provisions of each Option
need not be the same with respect to each Participant. Participants who are granted Options shall enter into an Award Agreement
with the Company, in such form as the Administrator shall determine, which Award Agreement shall set forth, among other things,
the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option granted thereunder.
More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the
Plan shall be subject to the terms and conditions set forth in paragraphs (b)-(k) of this Section 7 and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable.


 


(b)          Exercise
Price. The per share Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole
discretion at the time of grant.


 


(c)          Option
Term. The term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten years after
the date such Option is granted.


 




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(d)          Exercisability.
Options shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established
corporate performance goals, as shall be determined by the Administrator in the Award Agreement or after the time of grant, provided
that no action under this Section 7(d) following the time of grant shall adversely affect any outstanding Option without the consent
of the holder thereof. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator
may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may
determine in its sole discretion.


 


(e)          Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the
number of Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in
cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, payment
in whole or in part may also be made (i) by means of any cashless exercise procedure approved by the Administrator, (ii) in the
form of unrestricted Shares already owned by the Optionee for at least six months on the date of surrender or by the withholding
of Shares that would otherwise be issued pursuant to the option exercise, in each case to the extent the Shares have a Fair Market
Value on the date of surrender equal to the aggregate option price of the Shares as to which such Option shall be exercised, (iii)
any combination of the foregoing.


 


(f)          Rights
as Stockholder. An Optionee shall have no rights to dividends or any other rights of a stockholder with respect to the Shares
subject to the Option until the Optionee has given written notice of exercise, has paid in full for such Shares, and has satisfied
the requirements of Section 13 hereof.


 


(g)          Non-transferability
of Options. An Option shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable
during the Participant’s lifetime only by the Participant.


 


(h)          Termination
of Employment or Service. Except as otherwise provided in an Award Agreement, if a Participant’s employment with or service
as a director of the Company or any Parent, Subsidiary or Affiliate terminates for any reason other than death or Disability, (i)
Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable
for a period of not less than 90 days after such termination (one year in the case of termination by reason of death or Disability),
on which date they shall expire, and (ii) Options granted to such Optionee, to the extent that they were not exercisable at the
time of such termination, shall expire on the date of such termination.


 


(i)          Right
of Repurchase. The Option may, but need not, include a provision whereby the Company may elect, prior to the Listing Date,
to repurchase all or any part of the vested shares exercised pursuant to the Option; provided, however, that (i) such repurchase
right shall be exercisable only within (A) the ninety (90) day period following the termination of employment or the relationship
as a Director or Consultant (or in the case of a post-termination exercise of the Option, the ninety (90) period following such
exercise), or (B) such longer period as may be agreed to by the Company and the Optionee, (ii) such repurchase right shall be exercisable
for less than all of the vested shares only with the Optionee’s consent, and (iii) such right shall be exercisable only for
cash or cancellation of purchase money indebtedness for the shares at a repurchase price equal to the stock’s Fair Market
Value at the time of such termination. Notwithstanding the foregoing, shares received on exercise of an Option by an officer, director
or Consultant may be subject to additional or greater restrictions specified in the Option Agreement.


 




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(j)          Right
of First Refusal. The Option may, but need not, include a provision whereby the Company may elect, prior to the Listing Date,
to exercise a right of first refusal following receipt of notice from the Optionee of the intent to transfer all or any part of
the shares exercised pursuant to the Option. Such right of first refusal shall be exercised by the Company no more than thirty
(30) days following receipt of notice of the Optionee’s intent to transfer shares and must be exercised as to all the shares
the Optionee intends to transfer unless the Optionee consents to exercise for less than all the shares offered. The purchase of
the shares following exercise shall be completed within thirty (30) days of the Company’s receipt of notice of the Optionee’s
intent to transfer shares, or such longer period of time as has been offered by the person to whom the Optionee intends to transfer
the shares, or as may be agreed to by the Company and the Optionee. Except as expressly provided in this Subsection (j), such right
of first refusal shall otherwise comply with the provisions of the Bylaws of the Company.


 


(k)          Non-employee
Director Stock Options. The provisions of this Section 7(k) shall apply only to grants of Options to a member of the Board
who is not an employee of the Company (a “Non-employee Director”).


 


(i)          General.
Non-employee Directors shall receive Options under the Plan only subject to the special rules set forth in this Section 7(k). The
exercise price per share of Common Stock purchasable pursuant to an Option granted to a Non-employee Director shall be the Fair
Market Value of a Share of Common Stock on the date of grant.


 


(ii)         Timing
of Grant. Immediately following his or her first election or appointment to the Board, each Non-employee Director shall be
granted an Option to purchase such number of Shares of Common Stock (including no Shares) as may be determined by the Administrator
in its sole discretion, and immediately following each annual meeting of stockholders, each Non-employee Director (other than a
Non-employee Director who is first appointed or elected to the Board at that meeting) shall be granted an Option to purchase such
number of Shares of Common Stock (including no Shares) as may be determined by the Administrator in its sole discretion.


 


(iii)        Method
and Time of Payment. Each Option granted under this Section 7(k) shall be exercised in the manner described in Section 7(e).


 


(iv)        Term
and Exercisability. Each Option granted under this Section 7(k) shall (1) become exercisable as the Administrator in its sole
discretion may provide in an applicable Award Agreement and (2) expire ten years from the date of grant.


 




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(v)         Termination.
Except as the Administrator in its sole discretion may otherwise provide in an applicable Award Agreement, and subject to the Administrator’s
amendment authority pursuant to Section 12, in the event of the termination of a Non-employee Director’s service with the
Company other than for Cause, any outstanding Option held by such Non-employee Director under this Section 7(k), to the extent
that it is exercisable on the date of such termination, may be exercised by such Non-employee Director (or, if applicable, by his
or her executors, administrator, legatees or distributees) during such period as may be provided in the Award Agreement (or as
may be otherwise determined by the Administrator) but in no event following the expiration of such Option, and the remainder of
the Option which is not exercisable on the date of such termination shall expire upon such termination. For purposes of the Plan,
any termination of a Non-employee Director’s service with the Company shall be deemed not to occur if the Non-employee Director
continues to serve as Consultant, employee or in any other capacity.


 


Section
8.             Restricted Stock.


 


(a)          General.
Awards of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan and shall be evidenced
by an Award Agreement. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Awards
of Restricted Stock shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the
acquisition of Restricted Stock; and the Restricted Period (as defined in Section 8(d)) applicable to awards of Restricted Stock.
The provisions of the awards of Restricted Stock need not be the same with respect to each Participant.


 


(b)          Purchase
Price. The price per Share, if any, that a Recipient must pay for Shares purchasable under an award of Restricted Stock shall
be determined by the Administrator in its sole discretion at the time of grant.


 


(c)          Awards
and Certificates. Each Participant who is granted an award of Restricted Stock shall be issued a stock certificate in respect
of such shares of Restricted Stock, which certificate shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to any such Award, provided that the Company may
require that the stock certificates evidencing Restricted Stock granted hereunder be held in the custody of the Company until the
restrictions thereon shall have lapsed.


 




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(d)          Non-transferability.
Any Award of Restricted Stock granted pursuant to this Section 8 shall be subject to the restrictions on transferability set forth
in this paragraph (d). During such period as may be set by the Administrator in the Award Agreement (the “Restricted Period”),
the Participant shall not be permitted to sell, transfer, pledge, hypothecate or assign Shares of Restricted Stock awarded under
the Plan except by will or the laws of descent and distribution, provided that the Administrator may, in its sole discretion,
provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based
on such factors and such circumstances as the Administrator may determine in its sole discretion. The Administrator may also impose
such other restrictions and conditions, including the achievement of Performance Goals, on Restricted Stock as it deems appropriate.
In no event shall the Restricted Period end with respect to a Restricted Stock Award prior to the satisfaction by the Participant
of any liability arising under Section 13 hereof. Any attempt to dispose of any Restricted Stock in contravention of any such restrictions
shall be null and void and without effect.


 


(e)          Rights
as a Stockholder. Except as provided in Section 8(c) and (d), the Participant shall possess all incidents of ownership with
respect to Shares of Restricted Stock during the Restricted Period, including the right to receive or reinvest dividends with respect
to such Shares (except that the Administrator may provide in its discretion that any dividends paid in property other than cash
shall be subject to the same restrictions as those that apply to the underlying Restricted Stock) and to vote such Shares. Certificates
for unrestricted Shares shall be delivered to the Participant promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such awards of Restricted Stock except as the Administrator, in its sole discretion, shall otherwise
determine.


 


(f)          Termination
of Employment. The rights of Participants granted an Award of Restricted Stock upon termination of employment with or service
as a director of the Company or any Parent, Subsidiary or Affiliate for any reason during the Restricted Period shall be set forth
in the Award Agreement governing such Award.


 


Section
9.             Restricted Stock Units


 


(a)          Vesting.
At the time of the grant of Restricted Stock Units, the Committee may impose such restrictions or conditions to the vesting of
such Restricted Stock Units as it, in its sole discretion, deems appropriate, to be contained in the Award Agreement. The Committee
may divide such Restricted Stock Units into classes and assign different vesting conditions for each class. Provided that all conditions
to the vesting of a Restricted Stock Unit are satisfied, and except as provided in Section 9(c), upon the satisfaction of all vesting
conditions with respect to a Restricted Stock Unit, such Restricted Stock Unit shall vest. The provisions of the awards of Restricted
Stock Units need not be the same with respect to each Participant.


 


(b)          Benefit
Upon Vesting. Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive, within 30 days of
the date on which such Restricted Stock Unit vests, an amount in cash or Common Stock with a Fair Market Value equal to the sum
of (1) the Fair Market Value of a Share of Common Stock on the date on which such Restricted Stock Unit vests and (2) the aggregate
amount of cash dividends paid with respect to a Share of Common Stock during the period commencing on the date on which the Restricted
Stock Unit was granted and terminating on the date on which such Share vests.


 




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(c)          Termination
of Employment. The rights of Participants granted a Restricted Stock Unit upon termination of employment with or service as
a director of the Company or any Parent, Subsidiary or Affiliate for any reason before the Restricted Stock Unit vests shall be
set forth in the Award Agreement governing such Award.


 


Section
10.           Effect of Change in Control.


 


Except as otherwise provided
in an Award Agreement, all outstanding Shares of Restricted Stock and Restricted Stock Units granted to a Participant which have
not theretofore vested shall immediately vest and all restrictions on such Shares and Units shall immediately lapse, and each Option
granted to a Participant and outstanding at such time shall become fully and immediately exercisable, if there is a Change in Control.


 


Section
11.          Other Awards.


 


Other forms of Awards
(“Other Awards”) valued in whole or in part by reference to, or otherwise based on, Common Stock may be granted either
alone or in addition to other Awards under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and
complete authority to determine the persons to whom and the time or times at which such Other Awards shall be granted, the number
of Shares to be granted pursuant to such Other Awards and all other conditions of such Other Awards.


 


Section
12.          Amendment and Termination.


 


The Board may amend,
alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of a
Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise,
the Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order
to satisfy the requirements of section 162(m) of the Code, stock exchange rules or other applicable law. The Administrator may
amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 4 of Plan, no such amendment
shall impair the rights of any Participant without his or her consent. Notwithstanding the foregoing provisions of this Section
12, neither the Plan nor any outstanding Option shall be amended to decrease the Exercise Price of any outstanding Option unless
first approved by the requisite vote of stockholders.


 


Section
13.          Withholding Taxes.


 


Whenever cash is to be
paid pursuant to an Award, the Company shall have the right to deduct there from an amount sufficient to satisfy any federal, state
and local tax withholding requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the Company shall
have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and
local tax withholding requirements related thereto. With the approval of the Administrator, a Participant may satisfy the foregoing
requirement by electing to have the Company withhold from delivery Shares or by delivering Shares already owned by the Participant
for at least six months, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall
be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined.  Fractional share
amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the shares to be delivered
pursuant to an Award.


 




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Section
14.          General Provisions.


 


(a)          Shares
shall not be issued pursuant to the exercise of any Award granted hereunder unless the exercise of such Award and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act and the requirements of any stock exchange upon which the Common Stock may
then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The Company
shall be under no obligation to affect the registration pursuant to the Securities Act of 1933, as amended, of any interests in
the Plan or any shares of Common Stock to be issued hereunder or to effect similar compliance under any state laws.


 


(b)          All
certificates for Shares delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Administrator
may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock may then be listed, and any applicable federal or state securities law, and the Administrator may cause
a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. The Administrator
may require, as a condition of the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the
recipient of such Shares make such agreements and representations as the Administrator, in its sole discretion, deems necessary
or desirable.


 


(c)          Nothing
contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder
approval, if such approval is required; and such arrangements may be either generally applicable or applicable only in specific
cases. The adoption of the Plan shall not confer upon any Eligible Recipient any right to continued employment or service with
the Company or any Parent, Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the
Company or any Parent, Subsidiary or Affiliate to terminate the employment or service of any of its Eligible Recipients at any
time.


 


(d)          No
fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The 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.


 




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(e)          If
any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall
be applied as if the invalid or unenforceable provision had not been included in the Plan.


 


(f)          The
Plan and all Awards shall be governed by the laws of the State of Florida without regard to its principles of conflict of laws.


 


Section
15.          Stockholder Approval; Effective Date of Plan.


 


Subject to the approval
of the Plan by the stockholders of the Company, the Plan shall be effective as of March 1, 2004, the date of its approval by the
Board (the "Effective Date"). No award that is intended to qualify as performance-based compensation within the meaning
of section 162(m) of the Code shall be effective unless and until the Plan is approved by the stockholders of the Company.


 


Section
16.          Term of Plan.


 


No Award shall be granted
pursuant to the Plan on or after the tenth anniversary of the Effective Date of the Plan, but Awards theretofore granted may extend
beyond that date.


 




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