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EXHIBIT 10(g)
MOBILE AMERICA CORPORATION
INCENTIVE PLAN
(AS AMENDED JULY 1999)
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MOBILE AMERICA CORPORATION
INCENTIVE PLAN
TABLE OF CONTENTS
PAGE
Article I Purpose........................................................................................25
1.1 The purpose of the Mobile America Corporation Incentive Plan ("Plan") is to assist Mobile
America Corporation (the "Company"), together with any successor thereto, and its Affiliates
in attracting and retaining highly competent individuals to serve as Key Employees and as
Non-Employee Directors who will contribute to the Company's success, and in motivating such
persons to achieve long-term objectives which will inure to the benefit of all shareholders
of the Company................................................................................25
Article II Definitions....................................................................................25
2.1 AFFILIATE......................................................................................25
2.2 AWARD..........................................................................................25
2.3 AWARD AGREEMENT................................................................................25
2.4 CODE...........................................................................................25
2.5 COMMITTEE......................................................................................25
2.6 DIRECTOR GRANT COMMITTEE.......................................................................25
2.7 EXCHANGE ACT...................................................................................25
2.8 FAIR MARKET VALUE..............................................................................25
2.9 INCENTIVE STOCK OPTION.........................................................................25
2.10 KEY EMPLOYEE...................................................................................26
2.11 NON-EMPLOYEE DIRECTOR..........................................................................26
2.12 NON-QUALIFIED STOCK OPTION.....................................................................26
2.13 OPTION.........................................................................................26
2.14 PARTICIPANT....................................................................................26
2.15 PERFORMANCE AWARD..............................................................................26
2.16 PLAN...........................................................................................26
2.17 RESTRICTED STOCK...............................................................................26
2.18 RULE 16B-3.....................................................................................26
2.19 SHARES.........................................................................................26
2.20 STOCK APPRECIATION RIGHTS......................................................................26
Article III Administration.................................................................................27
3.1 COMMITTEE......................................................................................27
3.2 DIRECTOR GRANT COMMITTEE.......................................................................27
Article IV Shares.........................................................................................28
4.1 NUMBER OF SHARES AVAILABLE.....................................................................28
4.2 SHARES SUBJECT TO TERMINATED AWARDS............................................................28
4.3 ADJUSTMENTS....................................................................................28
Article V Stock Options and Stock Appreciation Rights....................................................28
5.1 GRANT OF OPTION................................................................................29
5.2 STOCK APPRECIATION RIGHTS......................................................................29
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5.3 COMPLIANCE WITH CODE SECTION 162(M)............................................................29
Article VI Other Share-Based Awards.......................................................................30
6.1 GRANT OF OTHER AWARDS..........................................................................30
Article VII Terms Applicable to All Awards Granted Under the Plan..........................................30
7.1 AWARD AGREEMENT................................................................................30
7.2 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS ON OTHER AWARDS...................30
7.3 LIMITATIONS ON TRANSFER OF AWARDS..............................................................30
7.4 TAXES..........................................................................................30
7.5 RIGHTS AND STATUS OF RECIPIENTS................................................................31
7.6 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES.....................................................31
7.7 SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS; REGISTRATION REQUIREMENTS..................31
Article VIII Amendment and Termination...........................................................................31
8.1 AMENDMENT......................................................................................32
8.2 TERMINATION....................................................................................32
Article IX General Provisions.............................................................................33
9.1 EFFECTIVE DATE OF THE PLAN.....................................................................33
9.2 UNFUNDED STATUS OF PLAN........................................................................33
9.3 MISCELLANEOUS..................................................................................33
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MOBILE AMERICA CORPORATION
INCENTIVE PLAN
ARTICLE I PURPOSE
1.1 The purpose of the Mobile America Corporation Incentive Plan
("Plan") is to assist Mobile America Corporation (the
"Company"), together with any successor thereto, and its
Affiliates in attracting and retaining highly competent
individuals to serve as Key Employees and as Non-Employee
Directors who will contribute to the Company's success, and
in motivating such persons to achieve long-term objectives
which will inure to the benefit of all shareholders of the
Company.
ARTICLE II DEFINITIONS
2.1 AFFILIATE means any entity with respect to which the Company
owns or controls, directly or indirectly, shares (or other
ownership interests) having 50 percent or more of the voting
power.
2.2 AWARD means any award made under the Plan.
2.3 AWARD AGREEMENT means a written agreement or other document
specifically setting forth the terms and conditions of an
Award.
2.4 CODE means the Internal Revenue Code of 1986, as amended from
time to time.
2.5 COMMITTEE means a committee of the Board of Directors of the
Company designated by such Board to administer the Plan as to
Key Employee Participants, which committee (i) shall be
composed of not less than two Non-Employee Directors who
shall also qualify as outside directors, as defined in
Section 162(m) of the Code, so long as the Company shall be
subject to such provision, and (ii) shall be operated so as
to permit grants of Awards to Key Employees who are subject
to Section 16 of the Exchange Act to qualify as exempt
transactions under Rule 16b-3.
2.6 DIRECTOR GRANT COMMITTEE means a committee of the Board of
Directors of the Company designated by such Board to
administer the Plan as to Non-Employee Director Participants,
which committee (i) shall be composed of not less than two
members of the Board of Directors of the Company who also are
employees of the Company or of any Affiliate and (ii) so long
as the Company shall have a class of securities registered
under Section 12 of the Exchange Act, shall be operated so as
to permit grants of Awards to Non-Employee Directors to
qualify as exempt transactions under Rule 16b-3.
2.7 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.8 FAIR MARKET VALUE means, with respect to any property
(including, without limitation, any Shares or other
securities), the fair market value of such property
determined by such methods as shall be established from time
to time by the Committee.
2.9 INCENTIVE STOCK OPTION means an Option designated as an
incentive stock option as defined in Code Section 422.
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2.10 KEY EMPLOYEE means any officer or other key employee of the
Company or of any Affiliate who is in a position to make a
significant contribution to the management, growth, or
profitability of the business of the Company or any
Affiliate, as determined by the Committee.
2.11 NON-EMPLOYEE DIRECTOR means a member of the Board of
Directors of the Company who is not an employee of the
Company or any Affiliate.
2.12 NON-QUALIFIED STOCK OPTION means an Option that is not an
Incentive Stock Option as defined in Code Section 422.
2.13 OPTION means any option to purchase Shares granted pursuant
to the Plan.
2.14 PARTICIPANT shall mean any Key Employee (referred to as a Key
Employee Participant) or any Non-Employee Director (referred
to as a Non-Employee Director Participant) receiving an
Award.
2.15 PERFORMANCE AWARD means the right to receive a payment
(measured by (i) the Fair Market Value of a specified number
of Shares at the end of the Award period or (ii) the increase
in the Fair Market Value of a specified number of Shares
during the Award period or (iii) a fixed cash amount payable
at the end of the Award period) contingent upon the extent to
which certain predetermined performance targets have been met
during an Award period.
2.16 PLAN means the Mobile America Corporation Incentive Plan as
set forth herein, and as the same may be amended from time to
time.
2.17 RESTRICTED STOCK means Shares subject to such terms and
conditions relating to forfeitability (whether based on
performance standards, periods of service or otherwise) and
relating to restrictions (including, without limitation,
transfer restrictions), which restrictions may lapse
separately or in combination at such times, in such
installments or otherwise, as the Committee may deem
appropriate with respect to Key Employee Participants and as
the Director Grant Committee may deem appropriate with
respect to Non-Employee Director Participants.
2.18 RULE 16B-3 means Rule 16b-3 as promulgated by the Securities
and Exchange Commission under Section 16 of the Exchange Act,
as the same may be amended from time to time, and any
successor rule.
2.19 SHARES mean the shares of common stock of the Company, $0.025
par value, and such other securities or property as may
become subject to Awards pursuant to an adjustment made under
Section 4.3 of the Plan.
2.20 STOCK APPRECIATION RIGHTS mean Awards granted in accordance
with Article V.
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ARTICLE III ADMINISTRATION
3.1 COMMITTEE. The Plan shall be administered as to Key Employee
Participants by the Committee. Subject to the terms of the
Plan and applicable law, the Committee shall have full power
and sole authority to: (i) designate Key Employees to be
Participants; (ii) determine the type, amount, duration, and
other terms and conditions of Awards to be granted to each
Key Employee Participant (including whether, to what extent,
and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, other Awards, or
other property and whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards,
other property, and other amounts payable with respect to an
Award shall be deferred either automatically or at the
election of the holder thereof or of the Committee); (iii)
interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan with
respect to any Key Employee Participant; (iv) waive any
conditions or other restrictions with respect to, amend,
alter, suspend, discontinue, or terminate any Award granted
to a Key Employee Participant, prospectively or
retroactively, but no such action shall impair the rights of
any Key Employee Participant without his or her consent
except as provided in Section 4.3, and correct any defect,
supply any omission, or reconcile any inconsistency in any
Award or Award Agreement granted to a Key Employee
Participant in the manner and to the extent it shall deem
desirable to carry the Plan into effect; (v) establish,
amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the
proper administration of the Plan with respect to Key
Employee Participants; and (vi) make any other determination
and take any other action that the Committee deems necessary
or desirable for the administration of the Plan with respect
to Key Employee Participants. Unless otherwise expressly
provided in the Plan, all determinations, interpretations,
and other decisions under or with respect to the Plan or any
Award to a Key Employee Participant shall be within the sole
discretion of the Committee, may be made at any time, and
shall be final, conclusive, and binding upon all persons. The
Committee may delegate its duties to the chief executive
officer and to other senior officers of the Company pursuant
to such conditions as the Committee may establish, except
that only the Committee may select and grant Awards to Key
Employee Participants who are subject to Section 16 of the
Exchange Act.
3.2 DIRECTOR GRANT COMMITTEE. The Plan shall be administered as
to Non-Employee Director Participants by the Director Grant
Committee. Subject to the terms of the Plan and applicable
law, the Director Grant Committee shall have full power and
sole authority to: (i) designate Non-Employee Directors to be
Participants; (ii) make decisions concerning the timing,
pricing, and amount of all grants of Awards to Non-Employee
Director Participants; and (iii) otherwise take any actions
under the Plan with respect to Non-Employee Directors which
the Committee is authorized to take under the Plan with
respect to Key Employees.
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ARTICLE IV SHARES
4.1 NUMBER OF SHARES AVAILABLE. Subject to Section 4.3, the
maximum number of Shares which may be issued under the Plan
and as to which Awards may be granted is 1,045,000 Shares.
4.2 SHARES SUBJECT TO TERMINATED AWARDS. The (i) Shares covered
by any unexercised portions of terminated Options, (ii)
Shares forfeited as provided under the Plan, and (iii) Shares
subject to any Awards which are otherwise surrendered by the
Participant and as to which Shares no Participant has
received any payment or other benefit of ownership with
respect thereto, may again be subject to new Awards. In the
event the purchase price of an Option is paid in whole or in
part through the delivery of Shares, the gross number of
Shares issuable in connection with the exercise of the Option
shall not again be available for the grant of Awards under
the Plan. Shares used to measure the amount payable to a
Participant in respect of an earned Performance Award and
Shares issued in payment of Performance Awards which are
denominated in cash amounts shall not again be available for
the grant of Awards under the Plan.
4.3 ADJUSTMENTS. In the event that the Committee shall determine
that any dividend or other distribution (whether in the form
of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of securities of the
Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee may,
in such manner as it may deem equitable, adjust as to Key
Employee Participants any or all of (i) the number and type
of Shares subject to the Plan and which thereafter may be
made the subject of Awards, including Incentive Stock Options
and Stock Appreciation Rights, (ii) the number and type of
Shares subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award, or, if
deemed appropriate, make provisions for a cash payment to the
holder of an outstanding Award; provided, however, in each
case, that with respect to Awards of Incentive Stock Options
no such adjustment shall be authorized to the extent that
such authority would cause the Plan to violate Section
422(b)(1) of the Code or any successor provision thereto. The
foregoing authority shall be exercised as to Non-Employee
Director Participants by the Director Grant Committee. In
addition, in the event the Company or any Affiliate shall
assume outstanding employee or director awards or the right
or obligation to make future awards in connection with the
acquisition of another business or another corporation or
business entity, the Committee, or the Director Grant
Committee in the case of Awards held by Non-Employee
Directors, may make such adjustments, not inconsistent with
the terms of the Plan, in the terms of Awards granted to
Participants as it shall deem appropriate in order to achieve
reasonable comparability or other equitable relationship
between the assumed awards and the Awards granted to
Participants.
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ARTICLE V STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
5.1 GRANT OF OPTION. The Committee is hereby authorized to grant
Options to Key Employee Participants with such terms and
conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine. The
Director Grant Committee is hereby authorized to grant
Options to Non-Employee Director Participants with such terms
and conditions, in either case not inconsistent with the
provisions of the Plan, as the Director Grant Committee shall
determine.
(A) EXERCISE PRICE. The exercise price per Share
purchasable under an Option shall be determined at
the time of grant and shall be not less than 100% of
the Fair Market Value of the Share on the date of
grant of such Option.
(B) EXERCISABILITY AND METHOD OF EXERCISE. An Option
Award may contain such performance targets and
waiting periods, and shall become exercisable in
such manner and within such period or periods and in
such installments or otherwise, as shall be
determined at the time of grant. The Committee, or
the Director Grant Committee in the case of Awards
to Non-Employee Director Participants, shall also
determine the method by which, and the form
(including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any
combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise
price), in which payment of the Option exercise
price may be made (including payment in accordance
with a cashless exercise program under which, if so
instructed by the Participant, Shares may be issued
directly to the Participant's broker or dealer upon
receipt of the purchase price in cash from the
broker or dealer).
(C) INCENTIVE STOCK OPTIONS. The terms of any Incentive
Stock Option granted under the Plan shall comply in
all respects with the provisions of Code Section
422, or any successor provision thereto, and any
regulations promulgated thereunder.
5.2 STOCK APPRECIATION RIGHTS. The Committee is hereby authorized
to grant Stock Appreciation Rights to Key Employee
Participants, and the Director Grant Committee is hereby
authorized to grant Stock Appreciation Rights to Non-Employee
Directors in such amounts and having such grant price, term,
methods of exercise, methods of settlement (including whether
Stock Appreciation Rights will be settled in cash, Shares,
other securities, other Awards, or other property, or any
combination thereof), and any other terms and conditions as
it shall determine, including, without limitation,
restrictions on the time of exercise of the Stock
Appreciation Right to specified periods as may be necessary
to satisfy the requirements of Rule 16b-3.
5.3 COMPLIANCE WITH CODE SECTION 162(M). Notwithstanding any
other provision of the Plan, the maximum number of Options
and Stock Appreciation Rights, in the aggregate, which may be
awarded during any calendar year to any individual Key
Employee Participant under the Plan is 25,000 Shares and/or
Stock Appreciation Rights, provided, however, that the
Committee may make a one-time grant of Options to purchase up
to 75,000 Shares for recruitment purposes to a new Key
Employee Participant. The Committee at any time may in its
sole discretion limit the number of Options that can be
exercised in any taxable year of the Company, to the extent
necessary to prevent
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the application of Section 162(m) of the Code (or any similar
or successor provision), provided that the Committee may not
postpone the earliest date on which Options can be exercised
beyond the last day of the stated term of such Options.
ARTICLE VI OTHER SHARE-BASED AWARDS
6.1 GRANT OF OTHER AWARDS. Other Awards, valued in whole or in
part by reference to, or otherwise based on, Shares,
including but not limited to Performance Awards and
Restricted Stock, may be granted either alone or in addition
to or in conjunction with other Awards in such amounts and
having such terms and conditions as the Committee may
determine with respect to Key Employee Participants and as
the Director Grant Committee may determine with respect to
Non-Employee Director Participants.
ARTICLE VII TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN
7.1 AWARD AGREEMENT. No person shall have any rights under any
Award granted under the Plan unless and until the Company and
the Participant to whom such Award shall have been granted
shall have executed and delivered an Award Agreement or
received any other Award acknowledgment authorized by the
Committee or the Director Grant Committee expressly granting
the Award to such person and containing provisions setting
forth the terms of the Award. If there is any conflict
between the provisions of an Award Agreement and the terms of
the Plan, the terms of the Plan shall control.
7.2 AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER; NO LIMITATIONS
ON OTHER AWARDS. Awards may be granted either alone or in
addition to, in tandem with, or in substitution for any other
Award or any award granted under any other plan of the
Company or any Affiliate, and the terms and conditions of an
Award need not be the same with respect to each Participant.
7.3 LIMITATIONS ON TRANSFER OF AWARDS. The rights and interest of
a Participant under the Plan may not be assigned, alienated,
sold, or transferred other than by will or the laws of
descent and distribution; provided, however, that a Key
Employee Participant may at the discretion of the Committee,
and a Non-Employee Director Participant may at the discretion
of the Director Grant Committee, be entitled, to designate a
beneficiary or beneficiaries to exercise his or her rights,
and to receive any property distributable, with respect to
any Award upon the death of the Key Employee Participant or
the Non-Employee Director Participant, as the case may be.
During the lifetime of a Participant, only the Participant
personally, or if permissible under applicable law, such
individual's guardian or legal representative, may exercise
rights under the Plan. No Award, and no right under any such
Award, may be pledged, alienated, attached, or otherwise
encumbered, and any purported pledge, alienation, attachment,
or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
7.4 TAXES. The Company shall be entitled, if the Committee (or
the Director Grant Committee in the case of an Award granted
to a Non-Employee Director) deems it necessary or desirable,
to withhold (or secure payment from the Participant in lieu
of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by
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the Company in connection with such Participant's Award, and
the Company may defer payment or issuance of the cash or
Shares upon the grant, exercise or vesting of an Award unless
indemnified to its satisfaction against any liability for any
such tax. The Committee, or the Director Grant Committee in
the case of an Award granted to a Non-Employee Director, may
prescribe in each Award Agreement one or more methods by
which the Participant will be permitted to satisfy his or her
tax withholding obligation, which methods may include,
without limitation, the payment of cash by the Participant to
the Company and the withholding from the Award, at the
appropriate time, of a number of Shares sufficient, based
upon the Fair Market Value of such Shares, to satisfy such
tax withholding requirements.
7.5 RIGHTS AND STATUS OF RECIPIENTS. No Employee, Participant or
other person shall have any right to be granted an Award.
Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in
the employ of the Company or any Affiliate, and the grant of
an Award to a Non-Employee Director shall not confer any
right on such Non-Employee Director to continue as a director
of the Company.
7.6 AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Income recognized
by a Participant pursuant to the Plan shall not be included
in the determination of benefits under any employee pension
benefit plan (as such term is defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended)
or group insurance or other benefit plans applicable to the
Participant which are maintained by the Company or any
Affiliate, except as may be provided under the terms of such
plans or determined by resolution of the Board of Directors
of the Company.
7.7 SHARE CERTIFICATES; REPRESENTATION BY PARTICIPANTS;
REGISTRATION REQUIREMENTS. All certificates for Shares
delivered pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other
restrictions as the Committee, or the Director Grant
Committee in the case of an Award granted to a Non-Employee
Director, may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities
Exchange Commission, any stock exchange or other market upon
which such Shares are then listed or traded, and any
applicable federal or state securities laws, and legends may
be put on any such certificates to make appropriate reference
to such restrictions. The Committee may require each
Participant to represent to the Company in writing that such
Participant is acquiring the Shares without a view to the
distribution thereof. Each Award shall be subject to the
requirement that, if at any time (i) the listing,
registration or qualification of Shares relating to such
Award on any securities exchange or under any state or
federal securities laws, or (ii) the approval of any
regulatory body is necessary or desirable as a precondition
thereto, the Award or the issuance of Shares in connection
therewith may not be consummated unless such listing,
registration, qualification or approval shall have been
effected.
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ARTICLE VIII AMENDMENT AND TERMINATION
8.1 AMENDMENT. The Board of Directors of the Company may amend,
alter, suspend, discontinue, or terminate the Plan at any
time; provided, however, that no amendment, alteration,
suspension, discontinuation or termination of the Plan shall
in any manner (except as otherwise provided in this Article
VIII) adversely affect any Award, without the consent of the
Participant. It is intended that the Plan be administered in
compliance with Rule 16b-3 and Section 162(m) of the Code so
long as the Company shall have a class of equity securities
registered under Section 12 of the Exchange Act. If any
provision of the Plan would be in violation of Rule 16b-3 or
Section 162(m) of the Code if applied as written, such
provision shall not have effect as written and shall be given
effect so as to comply therewith. The Board of Directors of
the Company is authorized to amend the Plan and to make any
modifications to Award Agreements to comply with Rule 16b-3
and Section 162(m) of the Code, and to make any other
amendments or modifications deemed necessary or appropriate
to better accomplish the purposes of the Plan in light of any
amendments made to Rule 16b-3 and Section 162(m) of the Code.
8.2 TERMINATION. The Directors shall have the right and the power
to terminate the Plan at any time. No Award shall be granted
under the Plan after such termination, but such termination
shall not have any other effect, and any Award outstanding at
the time of such termination may be exercised after
termination at any time prior to the expiration date of such
Award to the same extent such Award would have been
exercisable had the Plan not terminated.
ARTICLE IX GENERAL PROVISIONS
9.1 EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of
the date of approval of the Plan by the shareholders of the
Company.
9.2 UNFUNDED STATUS OF PLAN. The Plan shall be unfunded and shall
not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other
person. To the extent any person holds any right by virtue of
a grant under the Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company.
9.3 MISCELLANEOUS. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the
laws of the state of Florida and applicable federal laws.
Section headings are used in the Plan for convenience only,
do not constitute a part of the Plan, and shall not be deemed
in any way to be relevant to the interpretation of the Plan
or any provision thereof. Whenever possible, each provision
in the Plan and every Award shall be interpreted in such
manner as to be effective and valid under applicable law, but
if any provision of the Plan or any Award shall be held to be
prohibited by or invalid under applicable law, then (a) such
provision shall be deemed amended to accomplish the
objectives of the provision as originally written to the
fullest extent permitted by law and (b) all other provisions
of the Plan and every other Award shall remain in full force
and effect.
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