NOVOSTE CORP /FL/
NOVOSTE 2001 STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>NOVOSTE 2001 STOCK PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                              NOVOSTE CORPORATION

                                2001 STOCK PLAN

Section 1.  Purpose.
-------------------

     The purpose of the Plan is to promote the interests of the Company and its
shareholders by aiding the Company in attracting and retaining employees,
officers, consultants, independent contractors and non-employee directors
capable of contributing to the future success of the Company, to offer such
persons incentives to put forth maximum efforts for the success of the Company's
business and to afford such persons an opportunity to acquire a proprietary
interest in the Company.

Section 2.  Definitions.
------------------------

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean (i) any person or entity that, directly or
indirectly through one or more intermediaries, is controlled by the Company and
(ii) any person or entity in which the Company has a significant equity
interest, in each case as determined by the Committee.

     (b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Other Stock Grant or Other
Stock-Based Award granted under the Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.

     (d) "Board" shall mean the Board of Directors of the Company.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.

     (f) "Committee" shall mean a committee of Directors designated by the Board
to administer the Plan. The Committee shall be comprised of not less than such
number of Directors as shall be required to permit Awards granted under the Plan
to qualify under Rule 16b-3, and each member of the Committee shall be a "Non-
Employee Director" within the meaning of Rule 16b-3 and an "outside director"
within the meaning of Section 162(m) of the Code.  The Company expects to have
the Plan administered in accordance with the requirements for the award of
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code.

     (g) "Company" shall mean Novoste Corporation, a Florida corporation, and
any successor corporation.

     (h) "Director" shall mean a member of the Board.

     (i) "Eligible Person" shall mean any employee, officer, consultant,
independent contractor or Director providing services to the Company or any
Affiliate whom the Committee determines to be an Eligible Person.

     (j) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such

                                       1
<PAGE>

methods or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, unless otherwise determined by the
Committee, the Fair Market Value of Shares as of a given date shall be, if the
Shares are then quoted on the Nasdaq Stock Market sm, the closing sales price on
the immediately preceding trading date as reported on the Nasdaq Stock Market
sm; provided, however, that if no closing sale price shall have been made within
ten business days preceding such relevant date, or if deemed appropriate by the
Committee for any reason, the Fair Market Value of such Shares shall be
determined by the Committee. In no event shall the Fair Market Value of any
Share be less than its par value.

     (k) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.

     (l) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.

     (m) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option, and shall include Reload Options.

     (n) "Other Stock Grant" shall mean any right granted under Section 6(e) of
the Plan.

     (o) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.

     (p) "Participant" shall mean an Eligible Person designated to be granted an
Award under the Plan.

     (q) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.

     (r) "Person" shall mean any individual, corporation, partnership,
association or trust.

     (s) "Plan" shall mean the Novoste Corporation 2001 Stock Plan, as amended
from time to time, the provisions of which are set forth herein.

     (t) "Reload Option" shall mean any Option granted under Section 6(a)(iv) of
the Plan.

     (u) "Restricted Stock" shall mean any Shares granted under Section 6(c) of
the Plan.

     (v) "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
of the Plan evidencing the right to receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.

     (w) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.

     (x) "Shares" shall mean shares of Common Stock, $.01 par value per share,
of the Company or such other securities or property as may become subject to
Awards pursuant to an adjustment made under Section 4(c) of the Plan.

     (y) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.

                                       2
<PAGE>

Section 3.  Administration.
--------------------------

     (a) Power and Authority of the Committee.  The Plan shall be administered
         ------------------------------------
by the Committee.  Subject to the express provisions of the Plan and to
applicable law, the Committee shall have full power and authority to:  (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to each Participant under the Plan; (iii) determine the number of Shares to be
covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock Units
or other Awards; (vi) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vii) determine
whether, to what extent and under what circumstances cash, Shares, promissory
notes, other securities, other Awards, other property and other amounts payable
with respect to an Award under the Plan shall be deferred either automatically
or at the election of the holder thereof or the Committee; (viii) interpret and
administer the Plan and any instrument or agreement, including an Award
Agreement, relating to the Plan; (ix) establish, amend, suspend or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.  Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and binding
upon any Participant, any holder or beneficiary of any Award and any employee of
the Company or any Affiliate.

     (b) Delegation.  The Committee may delegate its powers and duties under the
         ----------
Plan to one or more Directors or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion.

     (c) Power and Authority of the Board of Directors.  Notwithstanding
         ---------------------------------------------
anything to the contrary contained herein, the Board may, at any time and from
time to time, without any further action of the Committee, exercise the powers
and duties of the Committee under the Plan.

Section 4.  Shares Available for Awards.
----------------------------------------

     (a) Shares Available.  Subject to adjustment as provided in Section 4(c) of
         ----------------
the Plan, the aggregate number of Shares that may be issued under all Awards
under the Plan shall be 1,250,000 and shall be subject to adjustment as provided
herein and subject to the provisions of Section 422 or 424 of the Code or any
successor provision.  A maximum of 10% of the total number of Shares authorized
shall be available for Awards other than Options.  Shares to be issued under the
Plan may be either authorized but unissued Shares or Shares acquired in the open
market or otherwise.  Any Shares that are used by a Participant as full or
partial payment to the Company of the purchase price relating to an Award, or in
connection with the satisfaction of tax obligations relating to an Award, shall
again be available for granting Awards (other than Incentive Stock Options)
under the Plan.  In addition, if any Shares covered by an Award or to which an
Award relates are not purchased or are forfeited, or if an Award otherwise
terminates without delivery of any Shares, then the number of Shares counted
against the aggregate number of Shares available under the Plan with respect to
such Award, to the extent of any such forfeiture or termination, shall again be
available for granting Awards under the Plan.

     (b) Accounting for Awards.  For purposes of this Section 4, if an Award
         ---------------------
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such

                                       3
<PAGE>

Award relates shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan.

     (c) Adjustments.  In the event that the Committee shall determine that any
         -----------
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
issuance of warrants or other rights to purchase Shares or other securities of
the Company to all holders of common stock pro rata whether as a dividend or
otherwise or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and type of
Shares (or other securities or other property) that thereafter may be made the
subject of Awards, (ii) the number and type of Shares (or other securities or
other property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award; provided, however, that the number of Shares
                                 --------  -------
covered by any Award or to which such Award relates shall always be a whole
number.

     (d) Award Limitations Under the Plan.  No Eligible Person may be granted
         --------------------------------
any Award or Awards under the Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of such
Award or Awards, for more than 400,000 Shares (subject to adjustment as provided
for in Section 4(c) of the Plan), in the aggregate in any calendar year.  The
foregoing annual limitation specifically includes the grant of any Award or
Awards representing "qualified performance-based compensation" within the
meaning of Section 162(m) of the Code.

Section 5.  Eligibility.
------------------------

     Any Eligible Person shall be eligible to be designated a Participant.  In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant.  Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full or part-time employees (which term as
used herein includes, without limitation, officers and Directors who are also
employees), and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code or any successor
provision.

Section 6.  Awards.
------------------

     (a) Options.  The Committee is hereby authorized to grant Options to
         -------
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:

         (i)   Exercise Price.  The purchase price per Share purchasable under
               --------------
an Option shall be 100% of the Fair Market Value of a Share on the date of grant
of such Option.

         (ii)  Option Term.  The term of each Option shall be fixed by the
               -----------
Committee.

         (iii) Time and Method of Exercise.  The Committee shall determine the
               ---------------------------
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or

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deemed to have been made; provided however, no Shares may be surrendered in
                          ----------------
payment of the exercise price if originally issued to the Participant upon
exercise of an option within six months of the date of the current exercise.

       (iv)  Reload Options.  The Committee may grant Reload Options, separately
             --------------
or together with another Option, pursuant to which, subject to the terms and
conditions established by the Committee, the Participant would be granted a new
Option when the payment of the exercise price of a previously granted option is
made by the delivery of Shares owned by the Participant pursuant to Section
6(a)(iii) of the Plan or the relevant provisions of another plan of the Company,
and/or when Shares are tendered or withheld as payment of the amount to be
withheld under applicable income tax laws in connection with the exercise of an
Option, which new Option would be an Option to purchase the number of Shares not
exceeding the sum of (A) the number of Shares so provided as consideration upon
the exercise of the previously granted option to which such Reload Option
relates and (B) the number of Shares, if any, tendered or withheld as payment of
the amount to be withheld under applicable tax laws in connection with the
exercise of the option to which such Reload Option relates pursuant to the
relevant provisions of the plan or agreement relating to such option.  Reload
Options may be granted with respect to Options previously granted under the Plan
or any other stock option plan of the Company or may be granted in connection
with any Option granted under the Plan or any other stock option plan of the
Company at the time of such grant.  Such Reload Options shall have a per share
exercise price as determined by the Committee in the grant of such Option.  Any
Reload Option shall be subject to availability of sufficient Shares for grant
under the Plan.

     (b) Stock Appreciation Rights.  The Committee is hereby authorized to grant
         -------------------------
Stock Appreciation Rights to Participants subject to the terms of the Plan and
any applicable Award Agreement.  A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, in the grant of the Stock
Appreciation Right.  Subject to the terms of the Plan and any applicable Award
Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee.  The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.

     (c) Restricted Stock and Restricted Stock Units.  The Committee is hereby
         -------------------------------------------
authorized to grant Restricted Stock and Restricted Stock Units to Participants
with the following terms and conditions and with such additional terms and
conditions not inconsistent with the provisions of the Plan as the Committee
shall determine:

         (i)  Restrictions.  Shares of Restricted Stock and Restricted Stock
              ------------
Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, a waiver by the Participant of the right to vote
or to receive any dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise as the Committee may deem appropriate.

         (ii) Stock Certificates.  Any Restricted Stock granted under the Plan
              ------------------
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such
Restricted Stock.  In the case of Restricted Stock Units, no Shares shall be
issued at the time such Awards are granted.

                                       5
<PAGE>

        (iii) Forfeiture.  Except as otherwise determined by the Committee, upon
              ----------
termination of employment (as determined under criteria established by the
Committee) during the applicable restriction period, all Shares of Restricted
Stock and all Restricted Stock Units at such time subject to restriction shall
be forfeited and reacquired by the Company; provided, however, that the
                                            --------  -------
Committee may, when it finds that a waiver would be in the best interest of the
Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.  Upon the lapse
or waiver of restrictions and the restricted period relating to Restricted Stock
Units evidencing the right to receive Shares, such Shares shall be issued and
delivered to the holders of the Restricted Stock Units.

    (d) Performance Awards.  The Committee is hereby authorized to grant
        ------------------
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement.  A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock and Restricted Stock Units), other securities, other Awards or
other property and (ii) shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such performance goals
during such performance periods as the Committee shall establish.  Subject to
the terms of the Plan and any applicable Award Agreement, the performance goals
to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award and any other terms and
conditions of any Performance Award shall be determined by the Committee.

    (e) Other Stock Grants.  The Committee is hereby authorized, subject to the
        ------------------
terms of the Plan and any applicable Award Agreement, to grant to Participants
Shares without restrictions thereon as are deemed by the Committee to be
consistent with the purpose of the Plan.

    (f) Other Stock-Based Awards.  The Committee is hereby authorized to grant
        ------------------------
to Participants subject to the terms of the Plan and any applicable Award
Agreement, such other Awards that are denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purpose of the Plan. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including, without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine in connection with
such Award.

    (g) General.
        -------


        (i)   No Cash Consideration for Awards.  Awards shall be granted for no
              --------------------------------
cash consideration or for such minimal cash consideration as may be required by
applicable law.

       (ii)  Awards May Be Granted Separately or Together.  Awards may, in the
             --------------------------------------------
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the Plan.  Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem with
awards granted under any such other plan of the Company or any Affiliate may be
granted either at the same time as or at a different time from the grant of such
other Awards or awards.

       (iii) Forms of Payment under Awards.  Subject to the terms of the Plan
             -----------------------------
and of any applicable Award Agreement, payments or transfers to be made by the
Company or an Affiliate upon the grant, exercise or payment of an Award may be
made in such form or forms as the Committee shall determine

                                       6
<PAGE>

(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property or any combination thereof), and may
be made in a single payment or transfer, in installments or on a deferred basis,
in each case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of dividend equivalents with respect to
installment or deferred payments.

       (iv) Limits on Transfer of Awards.  No Award (other than Other Stock
            ----------------------------
Grants) and no right under any such Award shall be transferable by a Participant
otherwise than by will or by the laws of descent and distribution; provided,
                                                                   --------
however, that, if so determined by the Committee, a Participant may, in the
-------
manner established by the Committee, (a) transfer Awards (other than Incentive
Stock Options) to family members by gift, (b) transfer any Award by domestic
order to a family member or  (c) designate a beneficiary or beneficiaries to
exercise the rights of the Participant and receive any property distributable
with respect to any Award upon the death of the Participant.  Each Award or
right under any Award shall be exercisable during the Participant's lifetime
only by the Participant or, if permissible under applicable law, by the
Participant's  guardian or legal representative.  No Award or right under any
such Award may be pledged, alienated, attached or otherwise encumbered, and any
purported pledge, alienation, attachment or encumbrance thereof shall be void
and unenforceable against the Company or any Affiliate.

       (v)  Term of Awards.  The term of each Award shall be for such period as
            --------------
may be determined by the Committee.

       (vi) Restrictions; Securities Exchange Listing.  All Shares or other
            -----------------------------------------
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be affixed to reflect such restrictions.  If any securities
of the Company are traded on a securities exchange, the Company shall not be
required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such
securities exchange.

Section 7.  Amendment and Termination; Adjustments.
---------------------------------------------------

    (a) Amendments to the Plan.  The Committee may amend, alter, suspend,
        ----------------------
discontinue or terminate the Plan at any time; provided, however, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the shareholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval:

       (i)   would violate the rules or regulations of the Nasdaq Stock Market
sm or any securities exchange that are applicable to the Company; or

       (ii)  would cause the Company to be unable, under the Code, to grant
Incentive Stock Options under the Plan.

       (iii) decrease the grant or exercise price of any Option to less than
Fair Market Value on the date of the grant; or

       (iv)  increase the total number of shares of Common Stock that may be
       issued under the Plan.

    (b) Amendments to Awards.  The Committee may waive any conditions of or
        --------------------
rights of the Company under any outstanding Award, prospectively or
retroactively.  Except as otherwise provided herein or in the Award Agreement,
the Committee may not amend, alter, suspend, discontinue or

                                       7
<PAGE>

terminate any outstanding Award, prospectively or retroactively, if such action
would adversely affect the rights of the holder of such Award, without the
consent of the Participant or holder or beneficiary thereof.

     (c) Correction of Defects, Omissions and Inconsistencies.  The Committee
         ----------------------------------------------------
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.

Section 8.  Income Tax Withholding; Tax Bonuses.
-----------------------------------------------

     (a) Withholding.  In order to comply with all applicable federal or state
         -----------
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant.  In order to
assist a Participant in paying all or a portion of the federal and state taxes
to be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and subject
to such additional terms and conditions as it may adopt, may permit the
Participant to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the Shares otherwise to be delivered upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (ii) delivering to the Company
Shares other than Shares issuable upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes.  The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.

     (b) Tax Bonuses.  The Committee, in its discretion, shall have the
         -----------
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid upon
their exercise or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as a result of such exercise or receipt (or the lapse of such restrictions).
The Committee shall have full authority in its discretion to determine the
amount of any such tax bonus.

Section 9.  General Provisions.
-------------------------------

     (a) No Rights to Awards.  No Eligible Person, Participant or other Person
         -------------------
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan.  The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.

     (b) Award Agreements.  No Participant will have rights under an Award
         ----------------
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company and, if requested by the Company, signed
by the Participant.

     (c) No Limit on Other Compensation Arrangements.  Nothing contained in the
         -------------------------------------------
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to Employment.  The grant of an Award shall not be construed
         ----------------------
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment

                                       8
<PAGE>

free from any liability or any claim under the Plan or any Award, unless
otherwise expressly provided in the Plan or in any Award Agreement.

     (e) Governing Law.  The validity, construction and effect of the Plan or
         -------------
any Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of Florida.

     (f) Severability.  If any provision of the Plan or any Award is or becomes
         ------------
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.

     (g) No Trust or Fund Created.  Neither the Plan nor any Award shall create
         ------------------------
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person.  To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

     (h) No Fractional Shares.  No fractional Shares shall be issued or
         --------------------
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.

     (i) Headings.  Headings are given to the Sections and subsections of the
         --------
Plan solely as a convenience to facilitate reference.  Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.

Section 10.  Effective Date of the Plan.
----------------------------------------

     The Plan shall be effective as of April 12, 2001, subject to approval by
the shareholders of the Company within one year thereafter.

Section 11.  Term of the Plan.
------------------------------

     No Award shall be granted under the Plan after April 12, 2011 or any
earlier date of discontinuation or termination established pursuant to Section
7(a) of the Plan.  However, unless otherwise expressly provided in the Plan or
in an applicable Award Agreement, any Award theretofore granted may extend
beyond such date.

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