SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP
MANAGEMENT EQUITY INCENTIVE PLAN
1. Establishment, Premises and Purpose.
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an Ohio
limited partnership (the "Company"), hereby establishes the SOUTH
SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP MANAGEMENT EQUITY
INCENTIVE PLAN (the "Plan").
The purpose of the Plan is to promote the long term growth
and profitability of the Company by providing key employees of
the Company and its affiliates with incentives to contribute to
the success of the Company and its affiliates and to enable the
Company and its affiliates to attract, retain and reward the best
available persons for positions of substantial responsibility.
The Plan permits the award or sale of restricted or
unrestricted units of limited partnership interest in the Company
("Units") and/or the award of options to purchase Units to key
employees of the Company or its affiliates.
2. Definitions.
(a) the word "Affiliate" shall mean any corporation,
partnership, or other entity which controls, is
controlled by, or is under common control with the
Company.
(b) The word "Code" shall mean the United States Internal
Revenue Code (Title 26 of the United States Code).
The word "Committee" shall mean the Compensation
Committee appointed by T&T Resorts, L.C., the Company's
general partner.
(d) The word "Company" shall mean South Seas Properties
Company Limited Partnership, an Ohio limited
partnership, and any successor thereto which shall
maintain the Plan, and, as the context may require, as
determined in the sole discretion of the Committee, any
Affiliate.
(e) The word "Employee" shall mean a common-law employee of
the Company or an Affiliate.
(f) The word "Participant" shall mean a key Employee who is
awarded or purchases restricted Units pursuant to the
Plan and/or is awarded an option to purchase Units.
(g) The words "Partnership Agreement" shall mean the South
Seas Properties Company Limited Partnership Amended and
Restated Agreement of Limited Partnership, effective
February 26, 1996, as it may be later amended.
(h) The word "Plan" shall mean the South Seas Properties
Company Limited Partnership Management Equity Incentive
Plan, as it was originally adopted and as it may later
be amended.
(I) The word "Unit" shall mean a unit of limited partnership
interest in the Company.
3. Administration.
The Plan shall be administered by a Committee (the
"Committee") of not less than three members who are disinterested
persons. "Disinterested persons" shall have the meaning set forth
in Rule 16b-3 of the Securities and Exchange Commission.
The Committee shall, consistent with the provisions of the
Plan, be authorized to (I) select eligible persons to participate
in the Plan, (ii) determine the form and substance of awards or
sales made under the Plan to each Participant, and the conditions
and restrictions, if any, subject to which such awards or sales
will be made, (iii) interpret the Plan and (iv) adopt, amend, or
rescind such rules and regulations for carrying out the Plan as
it may deem appropriate. Decisions of the Committee on all
matters relating to the Plan shall be in the Committee's sole
discretion and shall be conclusive and binding on all persons,
including the Company and the Participants. The validity,
construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with
applicable federal and state laws and rules and regulations
promulgated pursuant thereto.
4. Units Available for the Plan.
Subject to adjustment as provided in Section 13 below, an
aggregate of 840,000 Units may be issued pursuant to the Plan.
If any option awarded under the Plan expires or terminates
unexercised, or if any restricted Units are forfeited or
repurchased by the Company at less than fair market value, such
unpurchased, forfeited, or repurchased Units shall thereafter be
available for further awards under the Plan.
5. Participation.
Participation in the Plan is limited to the key Employees
selected by the Committee. Nothing in the Plan or any award or
sale under the Plan shall confer any right upon a Participant to
continue as an Employee.
6. Awards or Sales of Units.
Subject to the other applicable provisions of the Plan, the
Committee may at any time and from time to time award or sell
Units to eligible persons in such numbers as it determines. Each
award or sale of Units shall specify the applicable restrictions,
if any, on such Units, the duration of such restrictions, and the
time or times at which such restrictions shall lapse with respect
to all or any number of the Units that are part of the award or
sale. The Committee may reduce or shorten the duration of any
restriction applicable to any Units awarded or sold to any
Participant under the Plan.
Except as otherwise provided by the Committee, during such
period of restriction the Participant shall have all of the
rights of a limited partner of the Company in respect of the
Units awarded or sold to him, including but not limited to the
rights to receive distributions in respect of the Units and to
vote the Units.
7. Options to Purchase Units.
Subject to the other applicable provisions of the Plan, the
Committee may from time to time award to eligible persons options
to acquire Units. The options awarded shall be subject to the
following terms and conditions:
(a) Price. The price per Unit payable upon the exercise of
each option ("exercise price") shall be set by the Committee and
may be more or less than the fair market value of a Unit at the
date the Option is awarded.
(b) Payment. Options may be exercised in whole or in part
upon payment in immediately available funds of the exercise price
of the Units to be acquired.
Terms of Options. The period during which each option
may be exercised shall be determined by the Committee, but in no
event shall an option be exercisable more than ten years from the
date it is awarded. All rights to purchase Units pursuant to an
option shall, unless sooner terminated, expire at the date
designated by the Committee. Except as otherwise determined by
the Committee, an option may be exercised only while a
Participant is an Employee. The Committee shall determine the
date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments
and/or upon the occurrence of specified events including, without
limitation, an initial public offering of the Units or a sale of
the Company's business. The Committee may establish criteria for
the forfeiture of Options including, without limitation, a
Participant's ceasing to be an Employee. All or any number of
the Units constituting each
installment may be purchased at any time after such installment
becomes exercisable, subject to such minimum exercise requirement
as may be designated by the Committee, and the Committee may
accelerate the time at which any option may be exercised. The
Committee may permit a Participant, in lieu of purchasing Units
pursuant to exercise of the option, to receive in cash the
difference between the exercise price and the fair market value
of the Units, upon such terms as the Committee shall prescribe.
Prior to the exercise of the option and issuance of Units
pursuant to exercise of the option, the Participant shall have no
rights to any distributions or be entitled to any voting rights
in respect of any such Units subject to outstanding options.
8. Withholding of Taxes.
The Company shall require that a Participant pay to the
Company in cash or, if approved by the Committee, otherwise make
arrangements to pay, any federal, state or local taxes of any
kind required by law to be withheld with respect to any award or
sale of Units or delivery of Units upon exercise of an option.
9. Written Agreement.
Each Participant to whom either an award or sale of Units or
an award of an option to purchase Units is made under the Plan
shall enter into a written agreement with the Company that shall
contain such provisions, not inconsistent with the provisions of
the Plan, as may be prescribed by the Committee.
10. Transferability.
No restricted Units awarded or sold under the Plan or option
awarded under the Plan shall be transferable by a Participant
otherwise than by will or the laws of descent and distribution
or, to the extent approved by the Committee, pursuant to a
qualified domestic relations order as defined by the Code or the
rules thereunder. An option may be exercised only by the
Participant or his guardian or legal representative.
11. Listing and Registration.
If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of
either Units subject to any option or any Units to be awarded or
sold hereunder is necessary or desirable as a condition of, or in
connection with, the award of the option or the award or sale of
Units under the Plan, no such option may be exercised in whole or
in part and no such Units may be awarded or sold unless such
listing, registration or qualification is effected free of any
conditions not acceptable to the Committee.
12. Transfer of Employee.
Transfer of a Participant's employment from the Company to an
Affiliate, from an Affiliate to the Company, or from one
Affiliate to another Affiliate shall not affect the Participant's
status as an Employee. Furthermore, a Participant's status as an
Employee shall not be affected if the Participant is placed on
military or sick leave or such other leave of absence which is
considered by the Company as continuing intact the employment
relationship, until the Participant's right to reemployment shall
no longer be guaranteed either by law or contract.
13. Adjustment of Number of Units.
If, because of a Unit split, combination or exchange of
Units, exchange of Units for other securities, reclassification,
reorganization, redesignation, merger, consolidation,
recapitalization, spin-off, split-off, split-up or similar
transaction, the Units are increased or decreased or changed into
or exchanged for a different number of Units or different
securities, then (I) there shall automatically be substituted for
each Unit subject to an option the number and kind of securities
into which each outstanding Unit shall be exchanged, (ii) the
option price per Unit or unit of securities shall be increased or
decreased proportionately so that the aggregate purchase price
for the securities subject to the option shall remain the same as
immediately prior to such event, and (iii) the Committee shall
make such other adjustments to the securities subject to the
option as may be appropriate and equitable, and any such
adjustment shall be final, binding and conclusive as to the
Optionee. Any such adjustment may provide for the elimination of
fractional Units if the Committee shall so direct.
14. Provisions of Partnership Agreement.
Any Units which are awarded or sold and any Units which are
delivered upon exercise of an option under the Plan shall at all
times be subject to all of the terms and conditions set forth in
the Partnership Agreement.
15. Termination and Modification of the Plan.
The Company may modify or terminate the Plan without the
approval of the Participants. The Committee may amend or modify
the agreement governing any outstanding option or restricted Unit
award in any manner to the extent that the Committee would have
had the authority to make such award as so modified or amended,
including without limitation to change the date or dates as of
which an option becomes exercisable or restrictions on Units
lapse; provided, however, that without the prior approval of the
affected Participant, no modification may be made that would
materially adversely affect the rights of the Participant with
respect to any restricted Units previously awarded or sold or
option previously awarded under the Plan. The Committee is
authorized to make modifications to the Plan and outstanding
awards of a minor or administrative nature or that may be
required, authorized or made desirable by federal or state laws
applicable to the Company or an Affiliate.
16. Termination Date.
No further awards of options to purchase Units or awards or
sales of restricted Units may be made under the Plan following
the close of business on April 1, 2006.
IN WITNESS WHEREOF, the Company, by its general partner, has
executed this document this 1st day of April, 1996.
SOUTH SEAS PROPERTIES COMPANY
LIMITED PARTNERSHIP
T&T Resorts, L.C., General Partner
By:________________________________
Robert M. Taylor, Chairman
(SIGNATURE)
91\17537CRD.60K