2. Exercisability/Vesting and Expiration.     (a) Normal Vesting. The Rights granted hereunder may be exercised only to the extentthey have become vested, as indicated by the Vesting Dates of Rights set forth on the signaturepage of this letter agreement.     (b) Normal Expiration. In no event shall any Rights be exercisable after theExpiration Date.     (c) Effect on Vesting and Expiration of Employment Termination. Except as expresslyset forth in any written agreement between you and the Company (whether entered into prior to orafter the date of this letter agreement) and notwithstanding paragraphs 2(a) and (b) above, thefollowing special vesting and expiration rules shall apply if your employment with the Companyterminates prior to the Rights becoming fully vested and/or prior to the Expiration Date:     (i) Termination Other than for Cause, Death, Disability or Retirement. If youremployment is terminated by the Company for any reason other than Cause, death or Disabilityor Retirement, or if you voluntarily leave the employ of the Company other than as a resultof the foregoing reasons, (A) any Rights that were exercisable on the date of suchtermination shall remain exercisable until the ninetieth (90th) day immediatelyfollowing such termination, but in no event after the Expiration Date, and such Rights shallexpire and be forfeited on the ninetieth (90th) day immediately following suchtermination and (B) any Rights that were not exercisable on the date of such terminationshall be forfeited immediately upon such termination.     (ii) Termination for Cause. If your employment is terminated by the Companyfor Cause, (A) any Rights that were exercisable on the date of such termination shall remainexercisable until the thirtieth (30th) day immediately following suchtermination, but in no event after the Expiration Date, and such Rights shall expire and beforfeited on the thirtieth (30th) day immediately following such termination,whether or not then exercisable and (B) any Rights that were not exercisable on the date ofsuch termination shall be forfeited immediately upon such termination.     (iii) Termination Due to Death or Disability. If your employment is terminatedby the Company due to your death or Disability, (A) any Rights that were exercisable on thedate of such termination shall remain exercisable until twelve (12) months after suchtermination, but in no event after the Expiration Date, and such Rights shall expire and beforfeited on the first anniversary of the date of such termination, whether or not thenexercisable and (B) any Rights that were not exercisable on the date of such terminationshall be forfeited immediately upon such termination.     (iv) Termination Due to Retirement. If your employment is terminated by theCompany, or by you, by reason of Retirement, (A) any Rights that were exercisable on thedate of such termination shall remain exercisable until the Expiration Date, and such Rightsshall expire and be forfeited on the Expiration Date and (B) any Rights thatwere not exercisable on the date of such termination shall be forfeited immediatelyupon such termination.
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     (d) Acceleration of Vesting Upon Change in Control. Notwithstanding the vestingschedules set forth in paragraph 2(a), the signature page hereto or elsewhere in this letteragreement, all of the Rights granted hereunder shall become immediately exercisable upon theearlier to occur of (i) the one-year anniversary date of any Change in Control (as defined in thePlan) or (ii) the involuntary termination of employment of Rightsholder with the Company followingany Change in Control.     3. Procedure for Exercise. Except as expressly set forth in any written agreementbetween you and the Company (whether entered into prior to or after the date of this letteragreement), you may exercise all or any of the Rights, to the extent they have vested and areexercisable, at any time and from time to time prior to the earlier of the Expiration Date or thedate specified in paragraph 2 above, by delivering written notice to the Company in the formattached hereto as Exhibit A (an “Exercise Notice”). The Rights may not beexercised for a fraction of a Rights Share.     4. Determination of Value. Upon Rightsholder’s exercise of all or part of the Rights,Rightsholder shall be entitled to receive the economic value of the Rights being exercised. Foreach such Right, that economic value shall be equal to the excess of (i) the “fair marketvalue” of one share of Common Stock on the date that the Exercise Notice is received by theCompany’s Chief Financial Officer (the “Exercise Date”) over (ii) (the “BaseValue”); subject, however, to adjustment pursuant to paragraph 10 hereof). The total economicvalue of all Rights exercised by Rightsholder pursuant to an individual Exercise Notice shall bethe economic value of each Right as determined in the preceding sentence multiplied by the numberof Rights exercised. For the purposes of this Agreement, the term “fair market value” of ashare of Common Stock as of any date means the average of the closing bid and ask quotation for ashare of Common Stock as reported on the principal national securities exchange on which suchshares are listed on the relevant date or, if no such shares were sold on such date, on the nextpreceding date on which such shares were sold or, if no sales shall have occurred within ten (10)business days preceding such relevant date, fair market value shall be as determined by the Boardof Directors of the Company (the “Board”).     5. Payment. Full payment of the aggregate economic value of all Rights exercised byRightsholder pursuant to an individual Exercise Notice (the “Total Payment”) shall be madeby the Company, in Common Stock.     6. Withholding of Taxes.     (a) Participant Election. If permitted by the Company, you may elect to have theCompany withhold Rights Shares acquired upon exercise of the Rights to satisfy, in whole or inpart, the amount the Company is required to withhold in order to satisfy the minimum statuatorywithholding requirements for taxes in connection with the exercise of the Rights. Such electionmust be made on or before the date the amount of tax to be withheld is determined.Once made, the election shall be irrevocable. The Fair Market Value of the shares to bewithheld will be the Fair Market Value as of the date the amount of tax to be withheld isdetermined.
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     (b) Company Requirement. The Company, to the extent permitted or required by law,shall have the right to deduct from any payment of any kind (including salary or bonus) otherwisedue to you, an amount equal to any federal, state or local taxes of any kind required by law to bewithheld with respect to the delivery of your Total Payment upon exercise of any Rights under thisletter agreement.     7. Transferability of Rights. No Rights shall be pledged, hypothecated or otherwiseencumbered or subject to any lien, obligation or liability of Rightsholder to any party (other thanthe Company), or assigned or transferred by Rightsholder otherwise than by will or the laws ofdescent and distribution or to a Beneficiary upon the death of Rightsholder, and any Rights thatmay be exercisable shall be exercised during the lifetime of Rightsholder only by Rightsholder orhis guardian or legal representative, except that Rights may be transferred to one or moretransferees during the lifetime of Rightsholder, and may be exercised by such transferees inaccordance with the terms hereof, but only if and to the extent such transfers are permitted by theCommittee, subject to any terms and conditions which the Committee may impose thereon (which mayinclude limitations the Committee may deem appropriate in order that offers and sales under thePlan will meet applicable requirements of registration forms under the Securities Act of 1933specified by the Securities and Exchange Commission), provided, however, that no such transfer mayoccur for consideration. A Beneficiary, transferee, or other person claiming any rights under thePlan from or through Rightsholder shall be subject to all terms and conditions of the Plan and anydocument applicable to Rightsholder, except as otherwise determined by the Committee, and to anyadditional terms and conditions deemed necessary or appropriate by the Committee. Unless thecontext requires otherwise, references herein to you or Rightsholder are deemed to include anypermitted transferee under this paragraph 7.     8. Conformity with Plan. This letter agreement and the Rights are intended to conformin all respects with, and are subject to all applicable provisions of, the Plan (which isincorporated herein by reference). Inconsistencies between this letter agreement and the Planshall be resolved in accordance with the terms of the Plan. By executing and returning theenclosed copy of this letter agreement, you acknowledge your receipt of this letter agreement andthe Plan and agree to be bound by all of the terms of this letter agreement and the Plan.     9. Rights of Participants. Nothing in this letter agreement shall interfere with orlimit in any way the right of the Company to terminate your employment or other performance ofservices at any time, nor confer upon you any right to continue in the employ or as a director orofficer of, or in the performance of other services for, the Company for any period of time, or tocontinue your present (or any other) rate of compensation or level of responsibility. The Rightsshall not entitle you to any dividend, voting or other rights as a shareholder of the Company or toany notice of proceedings of the Company in respect of any Rights Shares issuable upon exercise ofthe Rights unless and until the certificates representing the Rights Shares have been issued toyou. Nothing in this letter agreement shall confer upon you any right to be selected again as aPlan participant, and nothing in the Plan or this letter agreement shallprovide for any adjustment to the number of Rights Shares subject to the Rights upon theoccurrence of subsequent events except as provided in the Plan.
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     10. Adjustments. In the event that any large, special and non-recurring dividend orother distribution (whether in the form of cash or property other than Stock), recapitalization,forward or reverse split, Stock dividend, reorganization, merger, consolidation, spin-off,combination, repurchase, share exchange, liquidation, dissolution or other similar corporatetransaction or event affects the Stock such that an adjustment to the Rights would be necessary toprevent dilution or enlargement of Rightsholder’s rights, then the Committee shall, in an equitablemanner as determined by the Committee, adjust any or all of (i) the number and kind of shares ofStock by which annual per-person Award limitations are measured under Section 5 of the Plan, (ii)the number and kind of shares of Stock subject to or deliverable in respect of the Rights, and(iii) the Base Value relating to the Rights; provided that, the fair value of the Rightsimmediately prior to the adjustment shall be equal to the fair value of the Rights immediatelyafter the adjustment. In addition, the Committee is authorized to make adjustments as provided inSection 10(c) of the Plan, subject to the same proviso contained in the foregoing sentence.     11. Certain Definitions. For the purposes of this letter agreement, the followingterms have the meanings set forth below:     “Cause” (i) has the same meaning given to such term in any employment agreementbetween Rightsholder and the Company; (ii) in the absence of a definition of Cause contained in anapplicable employment agreement, has the same meaning given to such term in any applicable employeebenefit or insurance plan of the Company covering Rightsholder; and (iii) in the absence of anysuch applicable definition contained in a current employee benefit or insurance plan of theCompany, means the occurrence of one or more of the following events, as determined by theCommittee:          (A) commission of (x) a felony or (y) any crime or offense lesser than a felony involving theproperty of the Company or a Subsidiary; or          (B) conduct that has caused demonstrable and serious injury to the Company or a subsidiary,monetary or otherwise; or          (C) willful refusal to perform or substantial disregard of duties properly assigned; or          (D) breach of duty of loyalty to the Company or a Subsidiary or other act of fraud ordishonesty with respect to the Company or a Subsidiary.
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     “Disability” (i) has the same meaning given to such term in any employment agreementbetween Rightsholder and the Company; (ii) in the absence of a definition of Disability containedin an applicable employment agreement, has the same meaning as any definition of PermanentDisability contained in the Company’s long-term disability insurance policy in effect at such time;and (iii) in the absence of any such applicable definition containedin a applicable employment agreement or long-term disability insurance policy of the Company,means that Rightsholder is unable to perform material and substantial duties of his regularoccupation due to his sickness or injury for a period of thirteen consecutive weeks or 90 days’ inthe aggregate in any 12-month period; and he is not working at any job during such period. As usedherein, “material and substantial duties” means duties that are normally required for theperformance of Rightsholder’s regular occupation; and cannot be reasonably omitted or modified,except that if Rightsholder is required to work on average in excess of 40 hours per week, thisrequirement will be deemed met if Rightsholder is working or has the capacity to work 40 hours perweek.     “Family Member” has the meaning given to such term in General Instructions A.1(a)(5)to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto.     “Retirement” or “Retires” means, for purposes of this letter agreement, anytermination of employment or service of Rightsholder for any reason, other than any termination ofRightsholder by the Company for Cause, provided that Rightsholder shall have satisfied thefollowing retirement criteria: (i) the attainment of age 55 and (ii) the sum of Rightsholder’s ageand his years of service with the Company totals at least 65 years.     “Subsidiary” means a corporation or other entity of which outstanding shares orownership interests representing 50% or more of the combined voting power of such corporation orother entity entitled to elect the management thereof, or such lesser percentage as may be approvedby the Committee, are owned directly or indirectly by the Company.     12. Successors and Assigns. Except as otherwise expressly provided herein, allcovenants and agreements contained in this letter agreement by or on behalf of any of the partieshereto shall bind and inure to the benefit of the respective successors and permitted assigns ofthe parties hereto whether so expressed or not.     13. Severability. Whenever possible, each provision of this letter agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this letter agreement is held to be prohibited by or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibition or invalidity, withoutinvalidating the remainder of this letter agreement.     14. Counterparts. This letter agreement may be executed simultaneously in two or morecounterparts, each of which shall constitute an original, but all of which taken together shallconstitute one and the same letter agreement.     15. Descriptive Headings. The descriptive headings of this Agreement are inserted forconvenience only and do not constitute a part of this Agreement.
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     16. Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION ANDEFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THISLETTER AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES,OF THE STATE OF DELAWARE.     17. Notices. All notices, demands or other communications to be given or deliveredunder or by reason of the provisions of this letter agreement shall be in writing and shall bedeemed to have been given when (i) delivered personally, (ii) mailed by certified or registeredmail, return receipt requested and postage prepaid, (iii) sent by facsimile or (iv) sent byreputable overnight courier, to the recipient. Such notices, demands and other communicationsshall be sent to you at the address specified in this letter agreement and to the Company at 2400NW 55th Court, Ft. Lauderdale, Florida 33309 Attn: Peter Ferola, or to such otheraddress or to the attention of such other person as the recipient party has specified by priorwritten notice to the sending party.     18. Entire Agreement. This letter agreement, any written agreement between you andthe Company to the extent contemplated by paragraph 2(c) hereof, and the terms of the Planconstitute the entire understanding between you and the Company, and supersede all otheragreements, whether written or oral, with respect to your acquisition of the Rights Shares.* * * * *
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**Signature Page to Stock Appreciation Rights Award Agreement**Number of Rights: