EXHIBIT 10.16
OUTSOURCE INTERNATIONAL, INC.
STOCK OPTION PLAN
AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 1, 1997
1. PURPOSE. The purpose of this Plan is to further the interests of
OutSource International, Inc., a Florida corporation, its subsidiaries and its
shareholders by providing incentives in the form of grants of stock options to
key employees and other persons who contribute materially to the success and
profitability of the Company. The grants will recognize and reward outstanding
individual performances and contributions and will give such persons a
proprietary interest in the Company, thus enhancing their personal interest in
the Company's continued success and progress. This program will also assist the
Company and its subsidiaries in attracting and retaining key persons. This Plan
is a continuation, in the form of an amendment and restatement, of an existing
plan previously known as the OutSource International, Inc. Incentive Stock
Option Plan.
2. DEFINITIONS. The following definitions shall apply to this Plan:
(A) "BOARD" means the board of directors of the Company.
(B) "CHANGE OF CONTROL" occurs when (i) any person, including
a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, becomes the beneficial owner of thirty percent or more of the total
number of shares entitled to vote in the election of directors of the Board,
(ii) the Company is merged into any other company or substantially all of its
assets are acquired by any other company, or (iii) three or more directors
nominated by the Board to serve as a director, each having agreed to serve in
such capacity, fail to be elected in a contested election of directors;
provided, however, that a Change of Control shall not occur as a result of the
financing provided by Triumph - Connecticut Limited Partnership and Bachow
Investment Partners III, L.P.
(C) "CODE" means the Internal Revenue Code of 1986, as
amended.
(D) "COMMITTEE" means the Stock Option Committee consisting
solely of two or more nonemployee directors appointed by the Board. In the event
that the Board does not appoint a Stock Option Committee, "Committee" means the
Board.
(E) "COMMON STOCK" means the Common Stock of the Company, or
such other class of shares or securities as to which the Plan may be applicable
pursuant to Section 9 herein.
(F) "COMPANY" means OutSource International, Inc., and any
wholly-owned subsidiary of OutSource International, Inc.
(G) "DATE OF GRANT" means the date specified in the resolution
of the Committee authorizing the grant of the Option.
(H) "ELIGIBLE PERSON" means any person who performs or has in
the past performed services for the Company or any direct or indirect partially
or wholly owned subsidiary thereof, whether as a director, officer, Employee,
consultant or other independent contractor, and any person who performs services
relating to the Company in his or her capacity as an employee or independent
contractor of a corporation or other entity that provides services for the
Company.
(I) "EMPLOYEE" means any person employed as a core employee of
the Company, excluding (i) any fee-for-service employee of the Company and (ii)
any leased or temporary employee of the Company who would be cost of sales for
financial reporting purposes.
(J) "FAIR MARKET VALUE" means the fair market value of the
Common Stock. If the Common Stock is not publicly traded on the date as of which
fair market value is being determined, the Board shall determine the fair market
value of the Shares, using such factors as the Board considers relevant, such as
the price at which recent sales have been made, the book value of the Common
Stock, and the Company's current and projected earnings. If the Common Stock is
publicly traded on the date as of which fair market value is being determined,
the fair market value is the mean between the high and low sales prices of the
Common Stock as reported by The NASDAQ Stock Market on that date or, if the
Common Stock is listed on a stock exchange, the mean between the high and low
sales prices of the stock on that date, as reported in THE WALL STREET JOURNAL.
If trading in the stock or a price quotation does not occur on the date as of
which fair market value is being determined, the next preceding date on which
the stock was traded or a price was quoted will determine the fair market value.
(K) "INCENTIVE STOCK OPTION" means a stock option granted
pursuant to either this Plan or any other plan of the Company that satisfies the
requirements of Section 422 of the Code and that entitles the Recipient to
purchase stock of the Company or in a corporation that at the time of grant of
the option was a parent or subsidiary of the Company or a predecessor
corporation of any such corporation.
(L) "NONQUALIFIED STOCK OPTION" means a stock option granted
pursuant to the Plan that is not an Incentive Stock Option and that entitles the
Recipient to purchase stock of the Company or in a corporation that at the time
of grant of the option was a parent or subsidiary of the Company or a
predecessor corporation of any such corporation.
(M) "OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option granted pursuant to the Plan.
(N) "OPTION AGREEMENT" means a written agreement entered into
between the Company and a Recipient which sets out the terms and restrictions of
an Option granted to the Recipient.
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(O) "OPTION SHAREHOLDER" shall mean an Employee who has
exercised his or her Option.
(P) "OPTION SHARES" means Shares issued upon exercise of an
Option.
(Q) "PLAN" means this OutSource International, Inc. Stock
Incentive Plan, as amended and restated.
(R) "RECIPIENT" means an individual who receives an Option.
(S) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
(T) "SUBSIDIARY" means any corporation 50 percent or more of
the voting securities of which are owned directly or indirectly by the Company
at any time during the existence of this Plan.
3. ADMINISTRATION. This Plan will be administered by the Committee. The
Committee has the exclusive power to select the Recipients of Options pursuant
to this Plan, to establish the terms of the Options granted to each Recipient,
and to make all other determinations necessary or advisable under the Plan. The
Committee has the sole and absolute discretion to determine whether the
performance of an Eligible Person warrants an Option under this Plan, and to
determine the size and type of the Option. The Committee has full and exclusive
power to construe and interpret this Plan, to prescribe, amend, and rescind
rules and regulations relating to this Plan, and to take all actions necessary
or advisable for the Plan's administration. The Committee, in the exercise of
its powers, may correct any defect or supply any omission, or reconcile any
inconsistency in the Plan, or in any Agreement, in the manner and to the extent
it shall deem necessary or expedient to make the Plan fully effective. In
exercising this power, the Committee may retain counsel at the expense of the
Company. The Committee shall also have the power to determine the duration and
purposes of leaves of absence which may be granted to a Recipient without
constituting a termination of the Recipient's employment for purposes of the
Plan. Any determinations made by the Committee will be final and binding on all
persons. A member of the Committee will not be liable for performing any act or
making any determination in good faith.
4. SHARES SUBJECT TO PLAN. Subject to the provisions of Section 9 of
the Plan, the maximum aggregate number of Shares that may be subject to Options
under the Plan shall be 1,543,858. If an Option should expire or become
unexercisable for any reason without having been exercised, the unpurchased
Shares that were subject to such Option shall, unless the Plan has then
terminated, be available for other Options under the Plan.
5. ELIGIBILITY. Any Eligible Person that the Committee in its sole
discretion designates is eligible to receive an Option under this Plan. The
Committee's grant of an Option to a Recipient in any year does not require the
Committee to grant an Option such Recipient in
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any other year. Furthermore, the Committee may grant different Options to
different Recipients and has full discretion to choose whether to grant Options
to any Eligible Person. The Committee may consider such factors as it deems
pertinent in selecting Recipients and in determining the types and sizes of
their Options, including, without limitation, (i) the financial condition of the
Company or its Subsidiaries; (ii) expected profits for the current or future
years; (iii) the contributions of a prospective Recipient to the profitability
and success of the Company or its Subsidiaries; and (iv) the adequacy of the
prospective Recipient's other compensation. Recipients may include persons to
whom stock, stock options, stock appreciation rights, or other benefits
previously were granted under this or another plan of the Company or any
Subsidiary, whether or not the previously granted benefits have been fully
exercised or vested. A Recipient's right, if any, to continue to serve the
Company and its Subsidiaries as an officer, Employee, or otherwise will not be
enlarged or otherwise affected by his designation as a Recipient under this
Plan, and such designation will not in any way restrict the right of the Company
or any Subsidiary, as the case may be, to terminate at any time the employment
or affiliation of any participant.
6. OPTIONS. Each Option granted to a Recipient under the Plan shall
contain such provisions as the Committee at the Date of Grant shall deem
appropriate. Each Option granted to a Recipient will satisfy the following
requirements:
(A) WRITTEN AGREEMENT. Each Option granted to a Recipient will
be evidenced by an Option Agreement. The terms of the Option Agreement need not
be identical for different Recipients. The Option Agreement shall include a
description of the substance of each of the requirements in this Section 6 with
respect to that particular Option.
(B) NUMBER OF SHARES. Each Option Agreement shall specify the
number of Shares that may be purchased by exercise of the Option.
(C) EXERCISE PRICE. Except as provided in Section 6(l), the
exercise price of each Share subject to an Incentive Stock Option shall equal
the exercise price designated by the Committee on the Date of Grant, but shall
not be less than the Fair Market Value of the Share on the Incentive Stock
Option's Date of Grant. The exercise price of each Share subject to a
Nonqualified Stock Option shall equal the exercise price designated by the
Committee on the Date of Grant.
(D) DURATION OF OPTION. Except as provided in Section 6(l), an
Incentive Stock Option granted to an Employee shall expire on the tenth
anniversary of its Date of Grant or, at such earlier date as is set by the
Committee in establishing the terms of the Incentive Stock Option at grant.
Except as provided in Section 6(l), a Nonqualified Stock Option granted to an
Employee shall expire on the tenth anniversary of its Date of Grant or, at such
earlier or later date as is set by the Committee in establishing the terms of
the Nonqualified Stock Option at grant. If the Recipient's employment with the
Company terminates before the expiration date of an Option granted to the
Recipient, the Option shall expire on the earlier of the date stated
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in this subsection or the date stated in following subsections of this Section.
Furthermore, expiration of an Option may be accelerated under subsection (j)
below.
(E) VESTING OF OPTION. Each Option Agreement shall specify the
vesting schedule applicable to the Option. The Committee, in its sole and
absolute discretion, may accelerate the vesting of any Option at any time.
(F) DEATH. Subject to the provisions of Section 7 of the Plan,
in the case of the death of a Recipient, an Incentive Stock Option granted to
the Recipient shall expire on the one-year anniversary of the Recipient's death,
or if earlier, the date specified in subsection (d) above. During the one-year
period following the Recipient's death, the Incentive Stock Option may be
exercised to the extent it could have been exercised at the time the Recipient
died, subject to any adjustment under Section 9 herein. Subject to the
provisions of Section 7 of the Plan, in the case of the death of a Recipient, a
Nonqualified Stock Option granted to the Recipient shall expire on the one-year
anniversary of the Recipient's death, or if earlier, the date specified in
subsection (d) above, unless the Committee sets an earlier or later expiration
date in establishing the terms of the Nonqualified Stock Option at grant or a
later expiration date subsequent to the Date of Grant but prior to the one-year
anniversary of the Recipient's death. During the period beginning on the date of
the Recipient's death and ending on the date the Nonqualified Stock Option
expires, the Nonqualified Stock Option may be exercised to the extent it could
have been exercised at the time the Recipient died, subject to any adjustment
under Section 9 herein.
(G) DISABILITY. Subject to the provisions of Section 7 of the
Plan, in the case of the total and permanent disability of a Recipient and a
resulting termination of employment or affiliation with the Company, an
Incentive Stock Option granted to the Recipient shall expire on the one-year
anniversary of the Recipient's last day of employment, or, if earlier, the date
specified in subsection (d) above. During the one-year period following the
Recipient's termination of employment or affiliation by reason of disability,
the Incentive Stock Option may be exercised as to the number of Shares for which
it could have been exercised at the time the Recipient became disabled, subject
to any adjustments under Section 9 herein. Subject to the provisions of Section
7 of the Plan, in the case of the total and permanent disability of a Recipient
and a resulting termination of employment or affiliation with the Company, a
Nonqualified Stock Option granted to the Recipient shall expire on the one-year
anniversary of the Recipient's last day of employment, or, if earlier, the date
specified in subsection (d) above, unless the Committee sets an earlier or later
expiration date in establishing the terms of the Nonqualified Stock Option at
grant or a later expiration date subsequent to the Date of Grant but prior to
the one-year anniversary of the Recipient's last day of employment or
affiliation with the Company. During the period beginning on the date of the
Recipient's termination of employment or affiliation by reason of disability and
ending on the date the Nonqualified Stock Option expires, the Nonqualified Stock
Option may be exercised as to the number of Shares for which it could have been
exercised at the time the Recipient became disabled, subject to any adjustments
under Section 9 herein.
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(H) RETIREMENT. Subject to the provisions of Section 7 of the
Plan, if the Recipient's employment with the Company terminates by reason of
normal retirement under the Company's normal retirement policies, an Incentive
Stock Option granted to the Recipient shall expire 90 days after the last day of
employment, or, if earlier, on the date specified in subsection (d) above.
During the 90-day period following the Recipient's normal retirement, the
Incentive Stock Option may be exercised as to the number of Shares for which it
could have been exercised on the retirement date, subject to any adjustment
under Section 9 herein. Subject to the provisions of Section 7 of the Plan, if
the Recipient's employment with the Company terminates by reason of normal
retirement under the Company's normal retirement policies, a Nonqualified Stock
Option granted to the Recipient shall expire 90 days after the last day of
employment, or, if earlier, on the date specified in subsection (d) above,
unless the Committee sets an earlier or later expiration date in establishing
the terms of the Nonqualified Stock Option at grant or a later expiration date
subsequent to the Date of Grant but prior to the end of the 90- day period
following the Recipient's normal retirement. During the period beginning on the
date of the Recipient's normal retirement and ending on the date the
Nonqualified Stock Option expires, the Nonqualified Stock Option may be
exercised as to the number of Shares for which it could have been exercised on
the retirement date, subject to any adjustment under Section 9 herein.
(I) TERMINATION OF SERVICE. Subject to the provisions of
Section 7 of the Plan, if the Recipient ceases employment or affiliation with
the Company for any reason other than death, disability, or retirement (as
described above), an Incentive Stock Option granted to the Recipient shall
expire 90 days after the Recipient's last day of employment or affiliation with
the Company, or, if earlier, on the date specified in subsection (d) above,
unless the Committee sets an earlier expiration date in establishing the terms
of the Incentive Stock Option at grant. During the 90-day period following the
termination of the Recipient's employment or affiliation with the Company, the
Incentive Stock Option may be exercised as to the number of Shares for which it
could have been exercised on the date of termination, subject to any adjustment
under Section 9 herein. Subject to the provisions of Section 7 of the Plan, if
the Recipient ceases employment or affiliation with the Company for any reason
other than death, disability, or retirement (as described above), a Nonqualified
Stock Option granted to the Recipient shall expire 90 days after the Recipient's
last day of employment or affiliation with the Company, or, if earlier, on the
date specified in subsection (d) above, unless the Committee sets an earlier or
later expiration date in establishing the terms of the Nonqualified Stock Option
at grant or a later expiration date subsequent to the Date of Grant but prior to
the end of the 90-day period following the Recipient's last day of employment or
affiliation with the Company. During the period following the termination of the
Recipient's employment or affiliation with the Company, the Nonqualified Stock
Option may be exercised as to the number of Shares for which it could have been
exercised on the date of termination, subject to any adjustment under Section 9
herein. Notwithstanding any provisions set forth herein or in the Plan, if the
Recipient shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any parent or subsidiary, (ii) breach any covenant not to compete or
employment agreement with the Company or any parent or Subsidiary, or (iii)
engage in conduct that would warrant the Recipient's discharge for cause,
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any unexercised part of the Option shall lapse immediately upon the earlier of
the occurrence of such event or the last day the Recipient is employed by the
Company.
(J) CHANGE OF CONTROL. If a Change of Control occurs, the
Board may vote to immediately terminate all Options outstanding under the Plan
as of the date of the Change of Control or may vote to accelerate the expiration
of the Options to the tenth day after the effective date of the Change of
Control. If the Board votes to immediately terminate the Options, it shall make
a cash payment to the Recipient equal to the difference between the Exercise
Price and the Fair Market Value of the Shares that would have been subject to
the terminated Option on the date of the Change of Control.
(K) CONDITIONS REQUIRED FOR EXERCISE. Options granted to
Recipients under the Plan shall be exercisable only to the extent they are
vested according to the terms of the Option Agreement. Furthermore, Options
granted to Employees under the Plan shall be exercisable only if the issuance of
Shares pursuant to the exercise would be in compliance with applicable
securities laws, as contemplated by Section 8 of the Plan. Each Agreement shall
specify any additional conditions required for the exercise of the Option.
(L) TEN PERCENT SHAREHOLDERS. An Incentive Stock Option
granted to an individual who, on the Date of Grant, owns stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
either the Company or any parent or Subsidiary, shall be granted at an exercise
price of 110 percent of Fair Market Value on the Date of Grant and shall be
exercisable only during the five-year period immediately following the Date of
Grant. In calculating stock ownership of any person, the attribution rules of
Code Section 424(d) will apply. Furthermore, in calculating stock ownership, any
stock that the individual may purchase under outstanding options will not be
considered.
(M) MAXIMUM OPTION GRANTS. The aggregate Fair Market Value,
determined on the Date of Grant, of stock in the Company with respect to which
any Incentive Stock Options under the Plan and all other plans of the Company or
its Subsidiaries (within the meaning of Section 422(b) of the Code) may become
exercisable by any individual for the first time in any calendar year shall not
exceed $100,000.
(N) METHOD OF EXERCISE. An Option granted under this Plan
shall be deemed exercised when the person entitled to exercise the Option (i)
delivers written notice to the President of the Company (or his delegate, in his
absence) of the decision to exercise, (ii) concurrently tenders to the Company
full payment for the Shares to be purchased pursuant to the exercise, and (iii)
complies with such other reasonable requirements as the Committee establishes
pursuant to Section 8 of the Plan. Payment for Shares with respect to which an
Option is exercised may be made in cash, or by certified check, or wholly or
partially in the form of Common Stock having a Fair Market Value equal to the
exercise price, or by delivery of a notice instructing the Company to deliver
the shares being purchased to a broker subject to the broker's delivery of cash
to the Company equal to the purchase price. No person will have the rights of a
shareholder with respect to Shares subject to an Option granted under this Plan
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until a certificate or certificates for the Shares have been delivered to him. A
partial exercise of an Option will not affect the holder's right to exercise the
Option from time to time in accordance with this Plan as to the remaining Shares
subject to the Option.
(O) LOAN FROM COMPANY TO EXERCISE OPTION. The Committee may,
in its discretion and subject to the requirements of applicable law, recommend
to the Company that it lend the Recipient the funds needed by the Recipient to
exercise an Option. The Recipient shall make application to the Company for the
loan, completing the forms and providing the information required by the
Company. The loan shall be secured by such collateral and be subject to such
repayment terms and interest rate as the Company may require, subject to its
underwriting requirements and the requirements of applicable law. The Recipient
shall execute a Promissory Note and any other documents deemed necessary by the
Committee.
(P) DESIGNATION OF BENEFICIARY. Each Recipient shall
designate, in the Option Agreement he executes, a beneficiary to receive Options
awarded hereunder in the event of his death prior to full exercise of such
Options; provided, that if no such beneficiary is designated or if the
beneficiary so designated does not survive the Recipient, the estate of such
Recipient shall be deemed to be his beneficiary. Recipients may, by written
notice to the Committee, change the beneficiary designated in any outstanding
Option Agreements.
(Q) TRANSFERABILITY OF OPTION.
(1) To the extent permitted by tax, securities or
other applicable laws to which the Company, the Plan, Recipients or Eligible
Persons are subject, a Recipient of a Nonqualified Stock Option may transfer
such Option to (i) the Recipient's spouse, child, grandchild or parent, (ii) a
trust for the benefit of the Recipient's spouse, child, grandchild or parent, or
(iii) a partnership whose partners consist solely of the Recipient's spouse,
child, grandchild or parent, unless provided otherwise by the Committee in
establishing the terms of such Option at the Date of Grant.
(2) An Incentive Stock Option granted under this
Plan is not transferable except by will or the laws of descent and distribution.
During the lifetime of the Recipient, all rights of the Incentive Stock Option
are exercisable only by the Recipient. This Section 6(q)(2) shall apply to an
Incentive Stock Option granted under the Plan only so long as Code Section 422
(or a successor Code provision) requires application of this restriction on
transferability. In the event that this Section 6(q)(2) no longer applies to an
Incentive Stock Option granted under this Plan, such Option shall be subject to
Section 6(q)(1) of the Plan.
7. DEFERRED COMPENSATION.
(A) In the event that an Option becomes unexercisable or
expires in accordance with Section 6(f), Section 6(g), Section 6(h) Section 6(i)
or Section 11(b) of the Plan prior to a successful completion of an initial
public offering, the Recipient, or if applicable, the Recipient's legal
representative, heirs or beneficiary, shall be entitled to receive, subject to
all
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applicable payroll taxes and in lieu of exercising the Option, an amount equal
to fifty percent of the increase, if any, of the Fair Market Value of the
Recipient's Vested Option Shares from the Date of Grant to the last day of the
Company's taxable year immediately preceding or coincident with the date on
which the Option becomes unexercisable or expires. Such Deferred Compensation
shall be payable in twelve equal monthly installments, without interest,
commencing three (3) months following the date on which the Option becomes
unexercisable or expires.
(B) For purposes of this Agreement, a successful completion of
an initial public offering by the Company shall mean the closing of an
underwritten public offering by the Company pursuant to a registration statement
filed and declared effective under the Securities Act of 1933, as amended,
covering the offer and sale of the Company's common stock for the account of the
Company.
(C) Upon commencement of payments to a Recipient, or if
applicable, a Recipient's legal representative, heirs or beneficiary, pursuant
to this Section 7, all Options granted to such Recipient shall be deemed
terminated.
8. TAXES; COMPLIANCE WITH LAW; APPROVAL OF REGULATORY BODIES; LEGENDS.
The Company shall have the right to withhold from payments otherwise due and
owing to the Recipient (or his beneficiary) or to require the Recipient (or his
beneficiary) to remit to the Company in cash upon demand an amount sufficient to
satisfy any federal (including FICA and FUTA amounts), state, and/or local
withholding tax requirements at the time the Recipient (or his beneficiary)
recognizes income for federal, state, and/or local tax purposes with respect to
any Option under this Plan.
Options can be granted, and Shares can be delivered under this Plan,
only in compliance with all applicable federal and state laws and regulations
and the rules of all stock exchanges on which the Company's stock is listed at
any time. An Option is exercisable only if either (a) a registration statement
pertaining to the Shares to be issued upon exercise of the Option has been filed
with and declared effective by the Securities and Exchange Commission and
remains effective on the date of exercise, or (b) an exemption from the
registration requirements of applicable securities laws is available. This Plan
does not require the Company, however, to file such a registration statement or
to assure the availability of such exemptions. Any certificate issued to
evidence Shares issued under the Plan may bear such legends and statements, and
shall be subject to such transfer restrictions, as the Committee deems advisable
to assure compliance with federal and state laws and regulations and with the
requirements of this Section. No Option may be exercised, and Shares may not be
issued under this Plan, until the Company has obtained the consent or approval
of every regulatory body, federal or state, having jurisdiction over such
matters as the Committee deems advisable.
Each person who acquires the right to exercise an Option may be
required by the Committee to furnish reasonable evidence of ownership of the
Option as a condition to his
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exercise of the Option. In addition, the Committee may require such consents and
releases of taxing authorities as the Committee deems advisable.
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 ("1934 Act"), transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 under the 1934 Act, as such
Rule may be amended from time to time, or its successor under the 1934 Act. To
the extent any provision of the Plan or action by the Plan administrators fails
to so comply, it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Plan administrators.
9. ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
consolidation, reclassification, recapitalization, combination or exchange of
shares, stock split, stock dividend, rights offering, or other expansion or
contraction of the Common Stock of the Company occurs, the number and class of
Shares for which Options are authorized to be granted under this Plan, the
number and class of Shares then subject to Options previously granted to
Employees under this Plan, and the price per Share payable upon exercise of each
Option outstanding under this Plan shall be equitably adjusted by the Committee
to reflect such changes. To the extent deemed equitable and appropriate by the
Board, subject to any required action by shareholders, in any merger,
consolidation, reorganization, liquidation or dissolution, any Option granted
under the Plan shall pertain to the securities and other property to which a
holder of the number of Shares of stock covered by the Option would have been
entitled to receive in connection with such event.
10. LIABILITY OF THE COMPANY. The Company, its parent and any
Subsidiary that is in existence or hereafter comes into existence shall not be
liable to any person for any tax consequences incurred by a Recipient or other
person with respect to an Option.
11. AMENDMENT AND TERMINATION OF PLAN.
(A) The Board may alter, amend, or terminate this Plan from
time to time without approval of the shareholders of the Company. The Board may,
however, condition any amendment on the approval of the shareholders of the
Company if such approval is necessary or advisable with respect to tax,
securities or other applicable laws to which the Company, the Plan, Recipients
or Eligible Persons are subject. Any amendment, whether with or without the
approval of shareholders of the Company, that alters the terms or provisions of
an Option granted before the amendment (unless the alteration is expressly
permitted under this Plan) will be effective only with the consent of the
Recipient to whom the Option was granted or the holder currently entitled to
exercise it.
(B) Subject to the provisions of Section 7 of the Plan, if the
Company fails to successfully complete an initial public offering by January 1,
1999, all Options granted under the Plan shall expire immediately on January 1,
1999.
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12. EXPENSES OF PLAN. The Company shall bear the expenses of
administering the Plan.
13. DURATION OF PLAN. Options may be granted under this Plan only
during the 10 years immediately following the effective date of this Plan.
14. APPLICABLE LAW. The validity, interpretation, and enforcement of
this Plan are governed in all respects by the laws of Florida and the United
States of America.
15. EFFECTIVE DATE. The effective date of this Plan, as amended and
restated, shall be the earlier of (i) the date on which the Board adopts the
Plan or (ii) the date on which the Shareholders approve the Plan.
Adopted by the Board of Directors on
February 18, 1997 (original Plan
adopted by the Board of Directors
on December 22, 1995).
Approved by the Shareholders on
April 15, 1997 (original Plan
approved by the Shareholders
on December 22, 1995).
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