BE AEROSPACE INC
LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1_072505.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
                BE AEROSPACE, INC. 2005 LONG-TERM INCENTIVE PLAN

1.    Purposes of the Plan

         The purposes of the Plan are to (a) promote the long-term success of
the Company and its Subsidiaries and to increase stockholder value by providing
Eligible Individuals with incentives to contribute to the long-term growth and
profitability of the Company by offering them an opportunity to obtain a
proprietary interest in the Company through the grant of equity-based awards and
(b) assist the Company in attracting, retaining and motivating highly qualified
individuals who are in a position to make significant contributions to the
Company and its Subsidiaries.

         The Plan is intended to replace the Prior Plans (as such term is
defined below) and upon the Effective Date, no further options shall be granted
under the Prior Plans.

2.     Definitions and Rules of Construction

         (a) Definitions. For purposes of the Plan, the following capitalized
words shall have the meanings set forth below:

         "Award" means an Option, Restricted Stock, Restricted Stock Unit, Stock
     Appreciation Right or Other Award granted by the Committee pursuant to the
     terms of the Plan.

         "Award Document" means an agreement, certificate or other type or form
     of document or documentation approved by the Committee that sets forth the
     terms and conditions of an Award. An Award Document may be in written,
     electronic or other media, may be limited to a notation on the books and
     records of the Company and, unless the Committee requires otherwise, need
     not be signed by a representative of the Company or a Participant.

         "Board" means the Board of Directors of the Company, as constituted
     from time to time.

         "CEO" means the Chief Executive Officer of the Company.

         "Change in Control" has the meaning assigned to it for purposes of the
     employment agreement or consulting agreement, as the case may be,
     applicable to the Participant. If there is no such employment or consulting
     agreement or if such employment agreement or consulting agreement contains
     no such term, "Change in Control" means:

         (i)    Approval by the shareholders of the Company of (A) a
                reorganization, merger, consolidation or other form of corporate
                transaction or series of transactions, in each case, with
                respect to which persons who were the shareholders of the
                Company immediately prior to such reorganization, merger or
                consolidation or other transaction do not, immediately
                thereafter, own more than 50% of the combined voting power
                entitled to

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                vote generally in the election of directors of the reorganized,
                merged or consolidated company's then outstanding voting
                securities, in substantially the same proportions as their
                ownership immediately prior to such reorganization, merger,
                consolidation or other transaction, of (B) a liquidation or
                dissolution of the Company or (C) the sale of all or
                substantially all of the assets of the Company (unless such
                reorganization, merger , consolidation or other corporate
                transaction, liquidation, dissolution or sale is subsequently
                abandoned);

         (ii)   Individuals who, as of the Effective Date of this Plan,
                constitute the Board (the "Incumbent Board") cease for any
                reason to constitute at least a majority of the Board, provided
                that any person becoming a director subsequent to the Effective
                Date whose election, or nomination for election by the Company's
                shareholders, was approved by a vote of at least a majority of
                the directors then comprising the Incumbent Board (other than an
                election or nomination of an individual whose initial assumption
                of office is in connection with an actual or threatened election
                contest relating to the election of the directors of the
                Company) shall be, for purposes of this Plan, considered as
                though such person were a member of the Incumbent Board; or

         (iii)  The acquisition (other than from the Company) by any person,
                entity or "group," within the meaning of Section 13(d)(3) or
                14(d)(2) of the Exchange Act, of beneficial ownership within the
                meaning of Rule 13-d promulgated under the Exchange Act of more
                than 25% of either the then outstanding shares of the Common
                Stock or the combined voting power of the Company's then
                outstanding voting securities entitled to vote generally in the
                election of directors (hereinafter referred to as the ownership
                of a "Controlling Interest") excluding, for this purpose, any
                acquisitions by (A) the Company or any of its Subsidiaries or
                joint ventures, partnerships or business organizations in which
                the Company or its Subsidiaries have an equity interest, (B) any
                person, entity or "group" that as of the Effective Date owns
                beneficial ownership (within the meaning of Rule 13d-3
                promulgated under the Exchange Act) or a Controlling Interest or
                (C) any employee benefit plan of the Company or any of its
                Subsidiaries or joint ventures, partnerships or business
                organizations in which the Company or its Subsidiaries have an
                equity interest.

         Notwithstanding the foregoing, with respect to an Award that is subject
     to Section 409A of the Code, and payment or settlement of the Award will
     accelerate upon a Change in Control, no event set forth in an agreement
     applicable to a Participant or clauses (i), (ii) or (iii) will constitute a
     Change in Control for purposes of the Plan and any Award Document unless
     such event also constitutes a "Change in Ownership," "Change in Effective
     Control," or "Change in the ownership of a substantial portion of the
     Company's assets" as defined under Section 409A of the Code and the
     regulations and guidance promulgated thereunder.

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         "Code" means the Internal Revenue Code of 1986, as amended, and the
     applicable rulings and regulations thereunder.

         "Committee" means the committee of the Board, any successor committee
     thereto or any other committee appointed from time to time by the Board to
     administer the Plan. The Committee shall serve at the pleasure of the Board
     and shall meet the requirements of Section 162(m) of the Code and Section
     16(b) of the Exchange Act; provided, however, that the Board may perform
     any duties delegated to the Committee and in such instances, any reference
     to the Board shall be deemed a reference to the Committee.

         "Common Stock" means the common stock of the Company, par value $0.01
     per share, or such other class of share or other securities as may be
     applicable under Section 12(b) of the Plan.

         "Company" means BE Aerospace, Inc, a Delaware corporation, or any
     successor to all or substantially all of its business that adopts the Plan.

         "Effective Date" means the date on which the Plan is approved by the
     stockholders of the Company.

         "Eligible Individuals" means the individuals described in Section 4(a)
     of the Plan who are eligible for Awards under the Plan.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
     and the rules and regulations thereunder.

         "Fair Market Value" means, with respect to a share of Common Stock, the
     fair market value thereof as of the relevant date of determination, as
     determined in accordance with the valuation methodology approved by the
     Committee. In the absence of any alternative valuation methodology approved
     by the Committee, the Fair Market Value of a share of Common Stock shall
     equal the closing selling price of a share of Common Stock on the trading
     day immediately preceding the date on which such valuation is made as
     reported on the composite tape for securities listed on the Nasdaq National
     Market ("Nasdaq"), or such other national securities exchange as may be
     designated by the Committee, or, in the event that the Common Stock is not
     listed for trading on a national securities exchange but is quoted on an
     automated system, on such automated system, in any such case on the
     valuation date (or, if there were no sales on the valuation date, the
     average of the highest and lowest quoted selling prices as reported on said
     composite tape or automated system for the most recent day during which a
     sale occurred).

         "Incentive Stock Option" means an Option that is intended to comply
     with the requirements of Section 422 of the Code or any successor provision
     thereto.

         "Nonqualified Stock Option" means an Option that is not intended to
     comply with the requirements of Section 422 of the Code or any successor
     provision thereto.

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         "Option" means an Incentive Stock Option or Nonqualified Stock Option
     granted pursuant to Section 7 of the Plan.

         "Other Award" means any form of Award other than an Option, Restricted
     Stock, Restricted Stock Unit or Stock Appreciation Right granted pursuant
     to Section 10 of the Plan.

         "Participant" means an Eligible Individual who has been granted an
     Award under the Plan.

         "Performance Period" means the period established by the Committee and
     set forth in the applicable Award Document over which Performance Targets
     are measured.

         "Performance Target" means the targets established by the Committee and
     set forth in the applicable Award Document.

         "Plan" means the BE Aerospace, Inc. 2005 Long-Term Incentive Plan, as
     may be amended from time to time.

         "Plan Limit" means the maximum aggregate number of Shares that may be
     issued for all purposes under the Plan as set forth in Section 5(a) of the
     Plan.

         "Prior Plans" means, collectively, the BE Aerospace, Inc. 2001 Stock
     Option Plan, the BE Aerospace, Inc. 2001 Director's Stock Option Plan, the
     1996 Stock Option Plan, the United Kingdom 1992 Employee Share Option
     Scheme and the BE Aerospace's Amended and Restated 1989 Stock Option Plan.

         "Restricted Stock" means stock granted or sold to a Participant
     pursuant to Section 8 of the Plan.

         "Restricted Stock Unit" means a right to receive a Share (or cash, if
     applicable) in the future granted pursuant to Section 8 of the Plan.

         "Shares" means shares of Common Stock.

         "Stock Appreciation Right" means a right to receive all or some portion
     of the appreciation on Shares granted pursuant to Section 9 of the Plan.

         "Subsidiary" means (i) a domestic or foreign corporation or other
     entity with respect to which the Company, directly or indirectly, has the
     power, whether through the ownership of voting securities, by contract or
     otherwise, to elect at least a majority of the members of such
     corporation's board of directors or analogous governing body, or (ii) any
     other domestic or foreign corporation or other entity in which the Company,
     directly or indirectly, has an equity or similar interest and which the
     Committee designates as a Subsidiary for purposes of the Plan. For purposes
     of determining eligibility for the grant of Incentive Stock Options under
     the Plan, the term "Subsidiary" shall be defined in the manner required by
     Section 424(f) of the Code.

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         (b) Rules of Construction. The masculine pronoun shall be deemed to
include the feminine pronoun, and the singular form of a word shall be deemed to
include the plural form, unless the context requires otherwise. Unless the text
indicates otherwise, references to sections are to sections of the Plan.

3.     Administration

         (a) Committee. The Plan shall be administered by the Committee, which
shall have full power and authority, subject to the express provisions hereof,
to:

         (i) select the Participants from the Eligible Individuals;

         (ii) grant Awards in accordance with the Plan;

         (iii) determine the number of Shares subject to each Award or the cash
     amount payable in connection with an Award;

         (iv) determine the terms and conditions of each Award, including,
     without limitation, those related to term, permissible methods of exercise,
     vesting, forfeiture, payment, settlement, exercisability, Performance
     Periods, Performance Targets, and the effect, if any, of a Participant's
     termination of employment with the Company or any of its Subsidiaries or a
     Change in Control of the Company, and including the authority;

         (v) subject to Section 15, amend the terms and conditions of an Award
     after the granting thereof;

         (vi) specify and approve the provisions of the Award Documents
     delivered to Participants in connection with their Awards;

         (vii) construe and interpret any Award Document delivered under the
     Plan;

         (viii) make factual determinations in connection with the
     administration or interpretation of the Plan;

         (ix) prescribe, amend and rescind administrative regulations, rules and
     procedures relating to the Plan;

         (x) employ such legal counsel, independent auditors and consultants as
     it deems desirable for the administration of the Plan and to rely upon any
     opinion or computation received therefrom;

         (xi) vary the terms of Awards to take account of tax, securities law
     and other regulatory requirements of foreign jurisdictions or to procure
     favorable tax treatment for participants; and

         (xii) make all other determinations and take any other action desirable
     or necessary to interpret, construe or implement properly the provisions of
     the Plan or any Award Document.

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         (b) Plan Construction and Interpretation. The Committee shall have full
power and authority, subject to the express provisions hereof, to construe and
interpret the Plan.

         (c) Determinations of Committee Final and Binding. All determinations
by the Committee or its delegate in carrying out and administering the Plan and
in construing and interpreting the Plan shall be final, binding and conclusive
for all purposes and upon all persons interested herein.

         (d) Delegation of Authority. To the extent not prohibited by applicable
laws, rules and regulations, the Committee may, from time to time, delegate some
or all of its authority under the Plan to a subcommittee or subcommittees
thereof or other persons or groups of persons it deems appropriate under such
conditions or limitations as it may set at the time of such delegation or
thereafter, except that the Committee may not delegate its authority pursuant to
Section 15 to amend the Plan. For purposes of the Plan, reference to the
Committee shall be deemed to refer to any subcommittee, subcommittees, or other
persons or groups of persons to whom the Committee delegates authority pursuant
to this Section 3(d).

         (e) Liability of Committee. Subject to applicable laws, rules and
regulations (i) no member of the Board or Committee, the CEO, or any officer or
employee of the Company to whom any duties or responsibilities are delegated
hereunder shall be liable for any action or determination made in connection
with the operation, administration or interpretation of the Plan, and (ii) the
Company shall indemnify, defend and hold harmless each such person from any
liability arising from or in connection with the Plan, except where such
liability results directly from such person's fraud, willful misconduct or
failure to act in good faith. In the performance of its responsibilities with
respect to the Plan, the Committee shall be entitled to rely upon information
and/or advice furnished by the Company's officers or employees, the Company's
accountants, the Company's counsel and any other party the Committee deems
necessary, and no member of the Committee shall be liable for any action taken
or not taken in reliance upon any such information and/or advice.

         (f) Action by the Board. Anything in the Plan to the contrary
notwithstanding, any authority or responsibility that, under the terms of the
Plan, may be exercised by the Committee may alternatively be exercised by the
Board.

4.     Eligibility

         (a) Eligible Individuals. Awards may be granted to officers, employees,
directors and consultants of the Company or any of its Subsidiaries or joint
ventures, partnerships or business organizations in which the Company or its
Subsidiaries have an equity interest. The Committee shall have the authority to
select the persons to whom Awards may be granted and to determine the number and
terms of Awards to be granted to each such Participant. Under the Plan,
references to "employment" or "employed" include Participants who are
consultants of the Company or its Subsidiaries.

         (b) Grants to Participants. The Committee shall have no obligation to
grant any Eligible Individual an Award or to designate an Eligible Individual as
a Participant solely by reason of such Eligible Individual having received a
prior Award or having been previously

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designated as a Participant. The Committee may grant more than one Award to a
Participant and may designate an Eligible Individual as a Participant for
overlapping periods of time.

5.     Shares Subject to the Plan

         (a) Plan Limit. Subject to Section 12 of the Plan, the maximum
aggregate number of Shares that may be issued for all purposes under the Plan
shall be one million (1,000,000) plus any Shares that are available for issuance
under the Prior Plans or that become available for issuance upon forfeiture or
expiration of awards granted under the Prior Plans. Shares to be issued under
the Plan may be authorized and unissued shares, issued shares that have been
reacquired by the Company (in the open-market or in private transactions) and
that are being held in treasury, or a combination thereof.

         (b) Rules Applicable to Determining Shares Available for Issuance. For
purposes of determining the number of Shares that remain available for issuance
under the Plan, the number of Shares corresponding to Awards under the Plan that
are forfeited or expire for any reason without having been exercised or settled,
the number of Shares tendered or withheld to pay the exercise price of an Award
(if applicable) and the number of shares withheld from any Award to satisfy a
Participant's tax withholding obligations (if applicable) shall be added back to
the Plan Limit and again be available for the grant of Awards. The number of
Shares remaining for issuance will be reduced by the number of Shares subject to
outstanding Awards and for Awards that are not denominated by Shares, by the
number of Shares delivered upon settlement or payment of the Award.

         (c) Special Limits. Anything to the contrary in Section 5(a) above
notwithstanding, but subject to Section 12(b) of the Plan, the following special
limits shall apply to Shares available for Awards under the Plan:

         (i) the maximum number of Shares that may be subject to Incentive Stock
     Options granted under the Plan shall equal five hundred thousand (500,000)
     Shares;

         (ii) the maximum number of Shares that may be subject to Restricted
     Stock, Restricted Stock Units and Other Awards that are payable in Shares
     granted under the Plan shall equal one hundred thousand (100,000) Shares;

         (iii) the maximum number of Shares that may be subject to Options
     granted to any Eligible Individual in any calendar year shall equal one
     hundred thousand (100,000) Shares, plus any Shares which were available
     under this Section 5(c)(iii) for Awards to such Eligible Individual in any
     prior calendar year but which were not covered by such Awards; and

         (iv) the maximum number of Shares that may be subject to Restricted
     Stock Units, Restricted Stock, Stock Appreciation Rights or Other Awards
     granted to any Eligible Individual in any calendar year shall equal one
     hundred thousand (100,000) Shares, plus any Shares which were available
     under this Section 5(c)(iv) for Awards to such Eligible Individual in any
     prior calendar year but which were not covered by such Awards.

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6.     Awards in General

         (a) Types of Awards. Awards under the Plan may consist of Options,
Restricted Stock Units, Restricted Stock, Stock Appreciation Rights and Other
Awards. Any Award described in Sections 7 through 10 of the Plan may be granted
singly or in combination or tandem with any other Awards, as the Committee may
determine. Awards under the Plan may be made in combination with, in replacement
of, or as alternatives to awards or rights under any other compensation or
benefit plan of the Company, including the plan of any acquired entity.

         (b) Terms Set Forth in Award Document. The terms and conditions of each
Award shall be set forth in an Award Document in a form approved by the
Committee for such Award, which shall contain terms and conditions not
inconsistent with the Plan. Notwithstanding the foregoing, and subject to
applicable laws, the Committee may, in its sole discretion, accelerate (i) the
vesting or payment of any Award, (ii) the lapse of restrictions on any Award or
(iii) the date on which any Award first becomes exercisable. The terms of Awards
may vary among Participants, and the Plan does not impose upon the Committee any
requirement to make Awards subject to uniform terms. Accordingly, the terms of
individual Award Documents may vary.

         (c) Termination of Employment. The Committee shall specify at or after
the time of grant of an Award the provisions governing the disposition of an
Award in the event of a Participant's termination of employment with the Company
or any of its Subsidiaries. Subject to applicable laws, rules and regulations,
in connection with a Participant's termination of employment, the Committee
shall have the discretion to accelerate the vesting, exercisability or
settlement of, eliminate the restrictions and conditions applicable to, or
extend the post-termination exercise period of an outstanding Award. Such
provisions may be specified in the applicable Award Document or determined at a
subsequent time.

         (d) Change in Control. The Committee shall have full authority to
determine the effect, if any, of a Change in Control of the Company on the
vesting, exercisability, settlement, payment or lapse of restrictions applicable
to an Award, which effect may be specified in the applicable Award Document or
determined at a subsequent time. Except as otherwise specified in an Award
Document (or in a Participant's employment agreement) and subject to applicable
laws, rules and regulations, the Board or the Committee shall in its sole
discretion, at any time prior to, coincident with or after the time of a Change
in Control, take such actions as it may consider appropriate to maintain the
rights of a Participant in an Award granted under the Plan, including, without
limitation: (i) providing for the acceleration of any vesting conditions
relating to the exercise or settlement of an Award or that an Award may be
exercised or settled in full on or before a date fixed by the Board or the
Committee; (ii) making such other adjustments to the Awards then outstanding as
the Board or the Committee deems appropriate to reflect such Change in Control;
or (iii) causing the Awards then outstanding to be assumed, or new rights
substituted therefor, by the surviving corporation in such Change in Control.

         (e) Dividends and Dividend Equivalents. The Committee may provide
Participants with the right to receive dividends or payments equivalent to
dividends or interest with respect to an outstanding Award, which payments can
either be paid currently or deemed to

                                       8
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have been reinvested in Shares, and can be made in Shares, cash or a combination
thereof, as the Committee shall determine.

         (f) Rights of a Shareholder. A Participant shall have no rights as a
shareholder with respect to Shares covered by an Award until the date the
Participant or his nominee becomes the holder of record of such Shares. No
adjustment shall be made for dividends or other rights for which the record date
is prior to such date, except as provided in Section 12(b) of the Plan.

         (g) Performance-Based Awards. The Committee may determine whether any
Award under the Plan is intended to be "performance-based compensation" as that
term is used in Section 162(m) of the Code. Any such Awards designated to be
"performance-based compensation" shall be conditioned on the achievement of one
or more Performance Targets to the extent required by Section 162(m) of the Code
and will be subject to all other conditions and requirements of Section 162(m).
The Performance Targets that may be used by the Committee for such Awards will
be based on measurable and attainable financial goals for the Company, one or
more of its operating divisions or Subsidiaries or any combination of the above
such as net income, net revenue, operating cash flow, operating margin,
operating revenue, revenue growth rates, pretax income, pretax operating income,
operating or gross margin, growth rates, operating income growth, return on
assets, total shareholder return, share price, return on equity, operating
earnings, diluted earnings per share or earnings per share growth, or a
combination thereof as selected by the Committee, and quantifiable nonfinancial
goals. The applicable Performance Targets will be established by the Committee
prior to the commencement of the applicable performance period (or such later
date permitted by Section 162(m) of the Code). Each Participant is assigned a
Target Number payable if Performance Targets are achieved. Any payment of an
Award granted with Performance Targets shall be conditioned on the written
certification of the Committee in each case that the Performance Targets and any
other material conditions were satisfied. If a Participant's performance exceeds
such Participant's Performance Targets, Awards may be greater than the Target
Number, but may not exceed one hundred twenty five percent (125%) of such
Participant's Target Number. The Committee retains the right to reduce any Award
if it believes that individual performance does not warrant the Award calculated
by reference to the result. In the event that all members of the Committee are
not "outside directors" as that term is defined in Section 162(m) of the Code,
the grant and terms of Awards intended to qualify as "performance-based
compensation" will be made by a subcommittee appointed in accordance with
Section 3(d) of the Plan consisting of two or more "outside directors" for
purposes of Section 162(m) of the Code.

         (h) Deferrals. In accordance with the procedures authorized by, and
subject to the approval of, the Committee, Participants may be given the
opportunity to defer the payment or settlement of an Award to one or more dates
selected by the Participant; provided, however, that the terms of any deferrals
must comply with all applicable laws, rules and regulations including, without
limitation, Section 409A of the Code. No deferral opportunity shall exist with
respect to an Award unless explicitly permitted by the Committee on or after the
time of grant.

         (i) Repricing of Options and Stock Appreciation Rights. Notwithstanding
anything in the Plan to the contrary, an Option or Stock Appreciation Right
shall not be granted in substitution for a previously granted Option or Stock
Appreciation Right being canceled or

                                       9
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surrendered as a condition of receiving a new Award, if the new Award would
have a lower exercise price than the Award it replaces, nor shall the exercise
price of an Option or Stock Appreciation Right be reduced once the Option or
Stock Appreciation Right is granted. The foregoing shall not prevent adjustments
pursuant to Section 12(b) of the Plan.

7.     Terms and Conditions of Options

         (a) General. The Committee, in its discretion, may grant Options to
eligible Participants and shall determine whether such Options shall be
Incentive Stock Options or Nonqualified Stock Options. Each Option shall be
evidenced by an Award Document that shall expressly identify the Option as an
Incentive Stock Option or Nonqualified Stock Option, and be in such form and
contain such provisions as the Committee shall from time to time deem
appropriate.

         (b) Exercise Price. The exercise price of an Option shall be fixed by
the Committee at the time of grant or shall be determined by a method specified
by the Committee at the time of grant, but in no event shall the exercise price
of an Option be less than one hundred percent (100%) of the Fair Market Value of
a Share on the date of grant. Payment of the exercise price of an Option shall
be made in any form approved by the Committee at the time of grant.

         (c) Term. An Option shall be effective for such term as shall be
determined by the Committee and as set forth in the Award Document relating to
such Option, and the Committee may extend the term of an Option after the time
of grant; provided, however, that the term of an Option may in no event extend
beyond the tenth anniversary of the date of grant of such Option.

         (d) Payment of Exercise Price. Subject to the provisions of the
applicable Award Document, the exercise price of an Option may be paid (i) in
cash, (ii) by actual delivery or attestation to ownership of freely transferable
Shares already owned by the person exercising the Option, (iii) by a combination
of cash and Shares equal in value to the exercise price, (iv) through net share
settlement or similar procedure involving the withholding of Shares subject to
the Option with a value equal to the exercise price or (v) by such other means
as the Committee, in its discretion, may authorize. In accordance with the rules
and procedures authorized by the Committee for this purpose, the Option may also
be exercised through a "cashless exercise" procedure authorized by the Committee
that permits Participants to exercise Options by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds necessary to pay the exercise price and the amount of any required tax
or other withholding obligations.

         (e) Incentive Stock Options. The exercise price per Share of an
Incentive Stock Option shall be fixed by the Committee at the time of grant or
shall be determined by a method specified by the Committee at the time of grant,
but in no event shall the exercise price of an Incentive Stock Option be less
than one hundred percent (100%) of the Fair Market Value of a Share on the date
of grant. No Incentive Stock Option may be issued pursuant to the Plan to any
individual who, at the time the Incentive Stock Option is granted, owns stock
possessing

                                       10
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more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, unless (i) the exercise price
determined as of the date of grant is at least one hundred ten percent (110%) of
the Fair Market Value on the date of grant of the Shares subject to such
Incentive Stock Option and (ii) the Incentive Stock Option is not exercisable
more than five years from the date of grant thereof. No Participant shall be
granted any Incentive Stock Option which would result in such Participant
receiving a grant of Incentive Stock Options that would have an aggregate Fair
Market Value in excess of one hundred thousand dollars ($100,000), determined as
of the time of grant, that would be exercisable for the first time by such
Participant during any calendar year. The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.

8.     Terms and Conditions of Restricted Stock Units and Restricted Stock

         (a) Restricted Stock Units. The Committee is authorized to grant
Restricted Stock Units to Eligible Individuals. A Restricted Stock Unit shall
entitle a Participant to receive, subject to the terms, conditions and
restrictions set forth in the Plan and the applicable Award Document, one or
more Shares in consideration of the Participant's employment with the Company or
any of its Subsidiaries. The Restricted Stock Units shall be paid in Shares,
cash, or a combination of cash and Shares, with a value equal to the Fair Market
Value of the Shares at the time of payment.

         (b) Restricted Stock. An Award of Restricted Stock shall consist of one
or more shares of Common Stock granted or sold to an Eligible Individual, and
shall be subject to the terms and conditions established by the Committee in
connection with the Award and specified in the applicable Award Document.
Restricted Stock may, among other things, be subject to restrictions on
transferability, vesting requirements or other specified circumstances under
which it may be canceled.

9.     Stock Appreciation Rights

         (a) General. The Committee is authorized to grant Stock Appreciation
Rights to Eligible Individuals. A Stock Appreciation Right shall entitle a
Participant to receive, upon satisfaction of the conditions to payment specified
in the applicable Award Document, an amount equal to the excess, if any, of the
Fair Market Value on the exercise date of the number of Shares for which the
Stock Appreciation Right is exercised over the grant price for such Stock
Appreciation Right specified in the applicable Award Document. The grant price
per share of Shares covered by a Stock Appreciation Right shall be fixed by the
Committee at the time of grant or, alternatively, shall be determined by a
method specified by the Committee at the time of grant, but in no event shall
the grant price of a Stock Appreciation Right be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant. At the sole
discretion of the Committee, payments to a Participant upon exercise of a Stock
Appreciation Right may be made in cash or Shares, or in a combination of cash
and Shares, having an aggregate Fair Market Value as of the date of exercise
equal to such cash amount.

         (b) Methods of Exercise. In accordance with the rules and procedures
established by the Committee for this purpose, and subject to the provisions of
the applicable

                                       11
<PAGE>


Award Document and all applicable laws, the Committee shall determine the
permissible methods of exercise for a Stock Appreciation Right.

         (c) Stock Appreciation Rights in Tandem with Options. A Stock
Appreciation Right granted in tandem with an Option may be granted either at the
same time as such Option or subsequent thereto. If granted in tandem with an
Option, a Stock Appreciation Right shall cover the same number of Shares as
covered by the Option (or such lesser number of shares as the Committee may
determine) and shall be exercisable only at such time or times and to the extent
the related Option shall be exercisable, and shall have the same term as the
related Option. The grant price of a Stock Appreciation Right granted in tandem
with an Option shall equal the per share exercise price of the Option to which
it relates. Upon exercise of a Stock Appreciation Right granted in tandem with
an Option, the related Option shall be canceled automatically to the extent of
the number of Shares covered by such exercise; conversely, if the related Option
is exercised as to some or all of the shares covered by the tandem grant, the
tandem Stock Appreciation Right shall be canceled automatically to the extent of
the number of Shares covered by the Option exercise.

10.    Other Awards

         The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related Awards not described
above that the Committee determines to be consistent with the purpose of the
Plan and the interests of the Company, which Awards may provide for cash
payments based in whole or in part on the value or future value of Shares, for
the acquisition or future acquisition of Shares, or any combination thereof.

11.    Certain Restrictions

         (a) Transfers. Unless the Committee determines otherwise on or after
the date of grant, no Award shall be transferable other than by last will and
testament or by the laws of descent and distribution or pursuant to a domestic
relations order, as the case may be; provided, however, that the Committee may,
in its discretion and subject to such terms and conditions as it shall specify,
permit the transfer of an Award for no consideration (i) to a Participant's
family member, (ii) to one or more trusts established in whole or in part for
the benefit of one or more of such family members, (iii) to one or more entities
which are beneficially owned in whole or in part by one or more such family
members or (iv) to any other individual or entity permitted under law and the
rules of Nasdaq or any other exchange that lists the Shares (collectively,
"Permitted Transferees"). Any Award transferred to a Permitted Transferee shall
be further transferable only by last will and testament or the laws of descent
and distribution or, for no consideration, to another Permitted Transferee of
the Participant.

         (b) Award Exercisable Only by Participant. During the lifetime of a
Participant, an Award shall be exercisable only by the Participant or by a
Permitted Transferee to whom such Award has been transferred in accordance with
Section 11(a) above. The grant of an Award shall impose no obligation on a
Participant to exercise or settle the Award.

                                       12
<PAGE>


12.    Recapitalization or Reorganization

         (a) Authority of the Company and Stockholders. The existence of the
Plan, the Award Documents and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Company or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Shares or the rights thereof
or which are convertible into or exchangeable for Shares, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

         (b) Change in Capitalization. Notwithstanding any provision of the Plan
or any Award Document, the number and kind of Shares authorized for issuance
under Section 5 of the Plan, including the maximum number of Shares available
under the special limits provided for in Section 5(c), may be equitably adjusted
in the sole discretion of the Committee in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, extraordinary
dividend, split-up, spin-off, combination, exchange of Shares, warrants or
rights offering to purchase Shares at a price substantially below Fair Market
Value or other similar corporate event affecting the Shares in order to
preserve, but not increase, the benefits or potential benefits intended to be
made available under the Plan. In addition, upon the occurrence of any of the
foregoing events, the number of outstanding Awards and the number and kind of
Shares subject to any outstanding Award and the exercise price per Share (or the
grant price per Share, as the case may be), if any, under any outstanding Award
may be equitably adjusted (including by payment of cash to a Participant) in the
sole discretion of the Committee in order to preserve the benefits or potential
benefits intended to be made available to Participants granted Awards. Such
adjustments shall be made by the Committee, in its sole discretion, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final. Unless otherwise determined by the Committee, such adjusted
Awards shall be subject to the same restrictions and vesting or settlement
schedule to which the underlying Award is subject.

13.    Term of the Plan

         Unless earlier terminated pursuant to Section 15 of the Plan, the Plan
shall terminate on the tenth (10th) anniversary of the Effective Date, except
with respect to Awards then outstanding. No Awards may be granted under the Plan
after the tenth (10th) anniversary of the Effective Date.

14.    Effective Date

         The Plan shall become effective on the Effective Date; provided,
however, that if the Plan is not approved by the shareholders upon submission to
them for approval, the Plan shall be void ab initio; provided further that no
Awards shall be granted pursuant to the Plan with a grant date prior to the
Effective Date.

                                       13
<PAGE>


15.    Amendment and Termination

         Subject to applicable laws, rules and regulations, the Board may at any
time terminate or, from time to time amend, modify or suspend the Plan;
provided, however, that no termination, amendment, modification or suspension of
the Plan shall materially and adversely alter or impair the rights of a
Participant in any Award previously made under the Plan without the consent of
the holder thereof. Notwithstanding the foregoing, the Board shall have broad
authority to amend the Plan or any Award under the Plan without the consent of a
Participant to the extent it deems necessary or desirable (a) to comply with, or
take into account changes in, applicable tax laws, securities laws, accounting
rules and other applicable laws, rules and regulations or (b) to ensure that an
Award is not subject to interest and penalties under Section 409A of the Code.

16.    Miscellaneous

         (a) Tax Withholding. The Company or a Subsidiary, as appropriate, may
require any individual entitled to receive a payment in respect of an Award to
remit to the Company, prior to such payment, an amount sufficient to satisfy any
applicable tax withholding requirements. In the case of an Award payable in
Shares, the Company or a Subsidiary, as appropriate, may permit such individual
to satisfy, in whole or in part, such obligation to remit taxes by directing the
Company to withhold shares that would otherwise be received by such individual
or to repurchase shares that were issued to such individual to satisfy the
minimum statutory withholding rates for any applicable tax withholding purposes,
in accordance with all applicable laws and pursuant to such rules as the
Committee may establish from time to time. The Company or a Subsidiary, as
appropriate, shall also have the right to deduct from all cash payments made to
a Participant (whether or not such payment is made in connection with an Award)
any applicable taxes required to be withheld with respect to such payments.

         (b) No Right to Awards or Employment. No person shall have any claim or
right to receive Awards under the Plan. Neither the Plan, the grant of Awards
under the Plan nor any action taken or omitted to be taken under the Plan shall
be deemed to create or confer on any Eligible Individual any right to be
retained in the employ of the Company or any Subsidiary or other affiliate
thereof, or to interfere with or to limit in any way the right of the Company or
any Subsidiary or other affiliate thereof to terminate the employment of such
Eligible Individual at any time. No Award shall constitute salary, recurrent
compensation or contractual compensation for the year of grant, any later year
or any other period of time. Payments received by a Participant under any Award
made pursuant to the Plan shall not be included in, nor have any effect on, the
determination of employment-related rights or benefits under any other employee
benefit plan or similar arrangement provided by the Company and the
Subsidiaries, unless otherwise specifically provided for under the terms of such
plan or arrangement or by the Committee.

         (c) Securities Law Restrictions. An Award may not be exercised or
settled and no Shares may be issued in connection with an Award unless the
issuance of such shares has been registered under the Securities Act of 1933, as
amended, and qualified under applicable state "blue sky" laws and any applicable
foreign securities laws, or the Company has determined that an exemption from
registration and from qualification under such state "blue sky" laws is

                                       14
<PAGE>


available. The Committee may require each Participant purchasing or acquiring
Shares pursuant to an Award under the Plan to represent to and agree with the
Company in writing that such Eligible Individual is acquiring the Shares for
investment purposes and not with a view to the distribution thereof. All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any exchange upon which the Shares are then listed, and any
applicable securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

         (d) Section 162(m) of the Code. The Plan is intended to comply in all
respects with Section 162(m) of the Code.

         (e) Awards to Individuals Subject to Laws of a Jurisdiction Outside of
the United States. To the extent that Awards under the Plan are awarded to
individuals who are domiciled or resident outside of the United States or to
persons who are domiciled or resident in the United States but who are subject
to the tax laws of a jurisdiction outside of the United States, the Committee
may adjust the terms of the Awards granted hereunder to such person (i) to
comply with the laws of such jurisdiction and (ii) to permit the grant of the
Award not to be a taxable event to the Participant. The authority granted under
the previous sentence shall include the discretion for the Committee to adopt,
on behalf of the Company, one or more sub-plans applicable to separate classes
of Eligible Individuals who are subject to the laws of jurisdictions outside of
the United States.

         (f) Satisfaction of Obligations. Subject to applicable law, the Company
may apply any cash, Shares, securities or other consideration received upon
exercise or settlement of an Award to any obligations a Participant owes to the
Company and the Subsidiaries in connection with the Plan or otherwise,
including, without limitation, any tax obligations or obligations under a
currency facility established in connection with the Plan.

         (g) Unfunded Plan. The Plan is intended to constitute an unfunded plan
for incentive compensation. Prior to the issuance of Shares in connection with
an Award, nothing contained herein shall give any Participant any rights that
are greater than those of a general unsecured creditor of the Company. In its
sole discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Shares
with respect to awards hereunder.

         (h) Award Document. In the event of any conflict or inconsistency
between the Plan and any Award Document, the Plan shall govern and the Award
Document shall be interpreted to minimize or eliminate any such conflict or
inconsistency.

         (i) Application of Funds. The proceeds received by the Company from the
sale of Shares pursuant to Awards will be used for general corporate purposes.

         (j) Headings. The headings of sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

                                       15
<PAGE>


         (k) Section 409A of the Code. If any provision of the Plan or an Award
Agreement contravenes any regulations or Treasury guidance promulgated under
Section 409A of the Code or could cause an Award to be subject to the interest
and penalties under Section 409A of the Code, such provision of the Plan or any
Award Agreement shall be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision without violating
the provisions of Section 409A of the Code. Moreover, any discretionary
authority that the Committee may have pursuant to the Plan shall not be
applicable to an Award that is subject to Section 409A of the Code to the extent
such discretionary authority will contravene Section 409A or the regulations or
guidance promulgated thereunder.

         (l) Governing Law. Except as to matters of federal law, the Plan and
all actions taken thereunder shall be governed by and construed in accordance
with the laws of the State of Florida (other than its conflict of law rules).

                                       16
</TEXT>
</DOCUMENT>
