EXHIBIT 99.4
Effective Date: December 3, 1998
ORANGE-CO, INC., INC.
1998 INCENTIVE EQUITY PLAN
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
(a) "Affiliate" 1
(b) "Agreement" 1
(c) "Board" 1
(d) "Code" 1
(e) "Company" 1
(f) "Director" 1
(g) "Employee" 1
(h) "Employer" 1
(i) "Fair Market Value" 1
(j) "ISO" 2
(k) "1934 Act" 2
(l) "Officer" 2
(m) "Option" 2
(n) "Optionee" 2
(o) "Option Price" 2
(p) "Parent" 3
(q) "Participant" 3
(r) "Plan" 3
(s) "Purchasable" 3
(t) "Reload Option" 3
(u) "Restriction Period" 3
(v) "Restricted Stock" 3
(w) "SAR" 3
(x) "Stock" 3
(y) "Stock Appreciation Right" 3
(z) "Stock Option Agreement" 4
(aa) "Subsidiary" 4
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ARTICLE II THE PLAN 4
Section 2.l Name 4
Section 2.2 Purpose 4
Section 2.3 Effective Date 4
Section 2.4 Termination Date 4
ARTICLE III ELIGIBILITY 5
ARTICLE IV ADMINISTRATION 5
Section 4.1 Duties and Powers of the Board 5
Section 4.2 Interpretation; Rules 5
Section 4.3 No Liability 5
Section 4.4 Company Assistance 5
ARTICLE V SHARES OF STOCK SUBJECT TO PLAN 6
Section 5.1 Limitations 6
Section 5.2 Antidilution 6
ARTICLE VI OPTIONS 7
Section 6.1 Types of Options Granted 7
Section 6.2 Option Grant and Agreement 7
Section 6.3 Optionee Limitations 7
Section 6.4 $100,000 Limitation 8
Section 6.5 Option Price 8
Section 6.6 Exercise Period 8
Section 6.7 Option Exercise 9
Section 6.8 Nontransferability of Option 9
Section 6.9 Termination of Employment 10
Section 6.10 Employment Rights 10
Section 6.11 Certain Successor Options 10
ARTICLE VII STOCK APPRECIATION RIGHTS 10
Section 7.1 Grant and Exercise 10
Section 7.2 Terms and Conditions 11
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ARTICLE VIII AWARDS OF RESTRICTED STOCK 12
Section 8.1 Administration 12
Section 8.2 Restrictions and Conditions 12
ARTICLE IX CONDITIONS TO ISSUING STOCK,
SAR OR RESTRICTED STOCK AWARD 14
ARTICLE X TERMINATION, AMENDMENT AND
MODIFICATION OF PLAN 14
ARTICLE XI MISCELLANEOUS 15
Section 11.1 Replacement Grants 15
Section 11.2 Forfeiture for Competition 15
Section 11.3 Plan Binding on Successors 15
Section 11.4 Gender 15
Section 11.5 Headings No Part of Plan 15
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ORANGE-CO, INC.
1998 INCENTIVE EQUITY PLAN
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings
hereinafter set forth unless the context clearly indicates to the
contrary:
(a) "Affiliate" shall mean any entity other than the
Company and its Subsidiaries which the Board designates as an
"Affiliate" for purposes of this Plan.
(b) "Agreement" shall mean an agreement between the
company and a Participant pursuant to which the terms and
conditions of any Options, SARs or Restricted Stock granted to
such Participant are specified.
(c) "Board" shall mean the Board of Directors of the
Company.
(d) "Code" shall mean the United States Internal
Revenue Code of 1986, as amended, including effective date and
transition rules (whether or not codified). Any reference herein
to a specific section or sections of the Code shall be deemed to
include a reference to any corresponding provision of future law.
(e) "Company" shall mean Orange-co, Inc., a Florida
corporation, and any successor to it.
(f) "Director" shall mean a member of the Board.
(g) "Employee" shall mean any employee of the Company
or any Subsidiary of the Company, and any Director who also
serves as an Officer and whose duties as such involve a
significant time commitment beyond that associated with
preparation for and attendance at meetings of the Board and
committees thereof.
(h) "Employer" shall mean the corporation that employs
an Optionee.
(i) "Fair Market Value" of the shares of Stock on any
date shall mean:
(i) the closing sales price,
regular way, or in the absence thereof, the
mean of the last reported bid and asked
quotations, on such date on the exchange
having the greatest volume of trading in the
shares during the thirty-day period preceding
such date (or if such exchange was not open
for trading on such date, the next preceding
date on which it was open); or
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(ii) if there is no price as
specified in (i), the final reported sales
price, or if not reported, in the following
manner, the mean of the closing high bid and
low asked prices, in the over-the-counter
market for the shares as reported by The
Nasdaq National Market or, if such
organization is not in existence, by an
organization providing similar services, on
such date (or if such date is not a date for
which such system or organization generally
provides reports, then on the next preceding
date for which it does so); or
(iii) if there also is no price
as specified in (ii), the price determined by
the Board by reference to bid-and-asked
quotations for the shares provided by members
of an association of brokers and dealers
registered pursuant to subsection 15(b) of
the 1934 Act, which members make a market in
the shares, for such recent dates as the
Board shall determine to be appropriate for
fairly determining current market value; or
(iv) if there also is no price as
specified in (iii), the amount determined in
good faith by the Board based on such
relevant facts, which may include opinions of
independent experts, as may be available to
the Board.
(j) "ISO" shall mean an Option that complies with and
is subject to the terms, limitations and conditions of Code
section 422 and any regulations promulgated with respect thereto.
(k) "1934 Act" shall mean the Securities Exchange Act
of 1934, as the same may be amended from time to time.
(l) "Officer" shall mean a person who constitutes an
officer of the Company for the purposes of Section 16 of the 1934
Act, as determined by reference to such Section 16 and to the
rules, regulations, judicial decisions, and interpretative or "no-
action" positions with respect thereto of the Securities and
Exchange Commission, as the same may be in effect or set forth
from time to time.
(m) "Option" shall mean a contractual right to
purchase Stock granted pursuant to the provisions of Article VI
hereof.
(n) "Optionee" shall mean a person to whom an Option
has been granted hereunder.
(o) "Option Price" shall mean the price at which an
Optionee may purchase a share of Stock pursuant to an Option.
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(p) "Parent" shall mean any corporation (other than
the corporation with respect to which the determination is being
made) in an unbroken chain of corporations ending with the
corporation with respect to which the determination is being made
if, at the time of the grant (or modification) of the Option,
each of the corporations other than the corporation with respect
to which the determination is being made owns stock possessing
50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
(q) "Participant" shall mean a person to whom an
Option, SAR or Stock Appreciation Right has been granted
hereunder.
(r) "Plan" shall mean the Orange-co, Inc., 1998
Incentive Equity Plan as set forth herein and as amended from
time to time.
(s) "Purchasable," when used to describe Stock, shall
refer to Stock that may be purchased by an Optionee under the
terms of this Plan on or after a certain date specified in the
applicable Stock Option Agreement.
(t) "Reload Option" shall mean an Option that is
granted, without further action of the Board, (i) to an Optionee
who surrenders or authorizes the withholding of shares of Stock
in payment of amounts specified in paragraphs 6.7(c) or 6.7(d)
hereof, (ii) for the same number of shares as is so paid, (iii)
as of the date of such payment and at an Option Price equal to
the Fair Market Value of the Stock on such date, and (iv)
otherwise on the same terms and conditions as the Option whose
exercise has occasioned such payment, subject to such
contingencies, conditions or other terms as the Board shall
specify at the time such exercised Option is granted.
(u) "Restriction Period" shall mean the period of time
during which shares of Stock awarded to a Participant pursuant to
Article VIII remain subject to the restrictions referred to in
Section 8.2.
(v) "Restricted Stock" shall mean an award of shares
of stock that is subject to restrictions under Article VIII.
(w) "SAR" shall mean stock appreciation right.
(x) "Stock" shall mean the $0.50 par value common
stock of the Company or, in the event that the outstanding shares
of such stock are hereafter changed into or exchanged for shares
of a different class of stock or securities of the Company or
some other corporation, such other stock or securities.
(y) "Stock Appreciation Right" shall mean the rights
granted under Article VIII to surrender to the Company all or a
portion of a Stock Option in exchange for a payment in cash or
Stock.
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(z) "Stock Option Agreement" shall mean an agreement
between the Company and an Optionee setting forth the terms of an
Option.
(aa) "Subsidiary" shall mean any corporation (other
than the corporation with respect to which the determination is
being made) in an unbroken chain of corporations beginning with
the corporation with respect to which the determination is being
made if, at the time of the grant (or modification) of the
Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
ARTICLE II
THE PLAN
2.l Name. This plan shall be known as the "Orange-co,
Inc., 1998 Incentive Equity Plan."
2.2 Purpose. The purpose of the Plan is to advance the
interests of the Company, its stockholders, and any Subsidiary of
the Company, by offering certain Participants an opportunity to
acquire or increase their proprietary interests in the Company by
granting such persons Options, Stock Appreciation Rights and/or
Restricted Stock. These grants will promote the growth and
profitability of the Company, and any Subsidiary of the Company,
because Participants will be provided with an additional
incentive to achieve the Company's objectives through
participation in its success and growth.
2.3 Effective Date. The Plan shall become effective on
February 18, 1999 (the "Effective Date"). No Option, SAR
or Restricted Stock granted under the Plan shall become
exercisable or vested, however, until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of
common stock represented at a stockholders meeting at which a
quorum is present and grants under the Plan prior to such
approval shall be conditioned on and subject to such approval.
Subject to this limitation, Options, SARs and Restricted Stock
may be granted under the Plan at any time after the Effective
Date and before termination of the Plan.
2.4 Termination Date. No further Options, SARs and/or
Restricted Stock shall be granted hereunder on or after
February 18, 2009, but all Options, SARs and/or Restricted Stock
granted prior to that time shall remain in effect in accordance
with their terms; provided, however, that the Plan shall
terminate, and all Options, SARs and Restricted Stock theretofore
granted shall become void and may not be exercised, on
February 18, 1999 if the stockholders of the Company shall not
by that date have approved the Plan's adoption.
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ARTICLE III
ELIGIBILITY
The persons eligible to participate in this Plan shall
consist only of those individuals, Board members and Employees
whose participation the Board determines is in the best interests
of the Company.
ARTICLE IV
ADMINISTRATION
4.1 Duties and Powers of the Board in Administering the
Plan. The Plan shall be administered by the Board. In
administering the Plan, the Board's actions and determinations
shall be binding on all interested parties. The Board shall have
the power to grant Options, SARs and/or Restricted Stock in
accordance with the provisions of the Plan. Subject to the
provisions of the Plan, the Board shall have the discretion and
authority to determine those individuals to whom Options, SARs
and/or Restricted Stock will be granted and in the case of
Options whether such Options shall be accompanied by the right to
receive Reload Options, the number of shares of Stock subject to
each Option, SAR or Restricted Stock, such other matters as are
specified herein, and any other terms and conditions of the
Agreement applicable thereto. To the extent not inconsistent
with the provisions of the Plan, the Board shall have the
authority to amend or modify an outstanding Agreement relative to
an Option, SAR or Restricted Stock, or to waive any provision
thereof, provided that the Participant consents to such action.
4.2 Interpretation; Rules. Subject to the express
provisions of the Plan, the Board also shall have complete
authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the details
and provisions of each Agreement, and to make all other
determinations necessary or advisable in the administration of
the Plan, including, without limitation, the amending or altering
of any Options, SARs or Restricted Stock granted hereunder as may
be required to comply with or to conform to any federal, state or
local laws or regulations.
4.3 No Liability. No member of the Board shall be liable
to any person for any act or determination made in good faith
with respect to the Plan or any Option, SAR or Restricted Stock
granted hereunder.
4.4 Company Assistance. The Company shall supply full and
timely information to the Board on all matters relating to
eligible persons, their employment, death, retirement, disability
or other termination of employment, and such other pertinent
facts as the Board may require. The Company shall furnish the
Board with such clerical and other assistance as is necessary in
the performance of its duties.
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ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to any antidilution adjustment
pursuant to the provisions of Section 5.2 hereof, the maximum
number of shares of Stock that may be issued and sold hereunder
shall be 750,000 shares. Shares subject to an Option or issued
pursuant to a Restricted Stock grant may be either authorized and
unissued shares or shares issued and later acquired by the
Company; provided, however, that shares of Stock with respect to
which an Option has been exercised or Restricted Stock which has
become vested shall not again be available for issuance
hereunder. The shares covered by (i) any unexercised portion of
an Option that has terminated for any reason, or (ii) any
Restricted Stock which has been forfeited, may again be granted
under this Plan, and such shares shall not be considered as
having been optioned or issued in computing the number of shares
of Stock remaining available for grant hereunder.
5.2 Antidilution.
(a) In the event that the outstanding shares of Stock
are changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of merger,
consolidation, reorganization, recapitalization, reclassification,
combination or exchange of shares, stock split or stock dividend,
or in the event that any spin-off, spin-out or other distribution
of assets materially affects the price of the Company's stock:
(i) The aggregate number and kind
of shares of Stock for which Options, SARs
and/or Restricted Stock may be granted
hereunder shall be adjusted proportionately
by the Board; and
(ii) The rights of Participants
(concerning the number of shares subject to
Options and SARs and the Option Price) under
outstanding Options and SARs shall be
adjusted proportionately by the Board.
(b) If the Company shall be a party to any
reorganization in which it does not survive, involving merger,
consolidation, or acquisition of the stock or substantially all
the assets of the Company, the Board, in its discretion, may:
(i) declare that all Options and
SARs granted under the Plan shall become
exercisable immediately and that all
Restricted Stock shall become vested
notwithstanding the provisions of the
respective Agreements regarding
exercisability or vesting, and that all such
Options and SARs shall terminate 30 days
after the Board gives written notice of the
immediate right to exercise all such Options
and SARs and of the decision to terminate all
Options and SARs not exercised within such 30-
day period; or
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(ii) notify all Participants that
all Options and SARs granted under the Plan
and all Restricted Stock Agreements shall be
assumed by the successor corporation or
substituted with Options, SARs or Restricted
Stock issued by such successor corporation.
(c) If the Company is to be liquidated or dissolved in
connection with a reorganization described in paragraph 5.2(b),
the provisions of such paragraph shall apply. In all other
instances, the adoption of a plan of dissolution or liquidation
of the Company shall cause (i) every Option and SAR outstanding
under the Plan to terminate to the extent not exercised prior to
the adoption of the plan of dissolution or liquidation by the
stockholders, provided that the Board in its discretion may
declare all Options and SARs granted under the Plan to be
exercisable at any time on or before the fifth business day
following such adoption notwithstanding the provisions of the
respective Agreements regarding exercisability and (ii) every
share of Restricted Stock to vest. The Board's actions under
this provision and the Participant's exercise of Options and
SAR's under this provision shall be subject, however, to the
limitations set forth in Articles VI and Article VII hereof.
(d) The adjustments described in paragraphs (a)
through (c) of this Section 5.2, and the manner of their
application, shall be determined solely by the Board, and any
such adjustment may provide for the elimination of fractional
share interests. The adjustments required under this Article V
shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring
such adjustments.
ARTICLE VI
OPTIONS
6.1 Types of Options Granted. Within the limitations
provided herein, Options may be granted to one Participant at one
or several times or to different Participants at the same time or
at different times, in either case under different terms and
conditions, as long as the terms and conditions of each Option
are consistent with the provisions of the Plan. Without
limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or
any other factor the Board deems relevant.
6.2 Option Grant and Agreement. Each Option granted or
modified hereunder shall be evidenced (a) by either minutes of a
meeting or a written consent of the Board, and (b) by a written
Stock Option Agreement executed by the Company and the
Participant. The terms of the Option, including the Option's
duration, time or times of exercise, exercise price, whether the
Option is intended to be an ISO, and whether the Option is to be
accompanied by the right to receive a Reload Option, shall be
stated in the Stock Option Agreement. Separate Stock Option
Agreements shall be used for Options intended to be ISO's and
those not so intended.
6.3 Optionee Limitations. The Board shall not grant an ISO
to any person who, at the time the ISO would be granted:
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(a) is not an Employee; or
(b) owns or is considered to own stock possessing more
than 10% of the total combined voting power of all classes of
stock of the Employer, or any Parent or Subsidiary of the
Employer; provided, however, that this limitation shall not apply
if at the time an ISO is granted the Option Price is at least
110% of the Fair Market Value of the Stock subject to such Option
and such Option by its terms would not be exercisable after the
expiration of five years from the date on which the Option is
granted. For the purpose of this paragraph (b), a person shall
be considered to own (i) the stock owned, directly or indirectly,
by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants, (ii) the stock
owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust in proportion to such person's
stock interest, partnership interest or beneficial interest
therein, and (iii) the stock which such person may purchase under
any outstanding options of the Employer or of any Parent or
Subsidiary of the Employer.
6.4 $100,000 Limitation. Except as provided below, the
Board shall not grant an ISO to, or modify the exercise
provisions of outstanding ISO's held by, any person who, at the
time the ISO is granted (or modified), would thereby receive or
hold any incentive stock options (as described in Code section
422) of the Employer and any Parent or Subsidiary of the
Employer, such that the aggregate Fair Market Value (determined
as of the respective dates of grant or modification of each
option) of the stock with respect to which such incentive stock
options are exercisable for the first time during any calendar
year is in excess of $100,000; provided, that the foregoing
restriction on modification of outstanding ISO's shall not
preclude the Board from modifying an outstanding ISO if, as a
result of such modification and with the consent of the Optionee,
such Option no longer constitutes an ISO; and provided that, if
the $100,000 limitation described in this Section 6.4 is
exceeded, an Option that otherwise qualifies as an ISO shall be
treated as an ISO up to the limitation and the excess shall be
treated as an Option not qualifying as an ISO. The preceding
sentence shall be applied by taking options intended to be ISO's
into account in the order in which they were granted.
6.5 Option Price. The Option Price under each Option shall
be determined by the Board. However, the Option Price shall not
be less than 50% of the Fair Market Value of the Stock, or in the
case of an ISO less than the Fair Market Value of the Stock, in
each case on the date that the Option is granted (or, in the case
of an ISO that is subsequently modified, on the date of such
modification).
6.6 Exercise Period. The period for the exercise of each
Option granted hereunder shall be determined by the Board, but
the Stock Option Agreement with respect to each Option intended
to be an ISO shall provide that such Option shall not be
exercisable after the expiration of ten years from the date of
grant (or modification) of the Option. In addition, no Option
granted to an Participant who is also an Officer or Director
shall be exercisable prior to the expiration of six months from
the date such Option is granted, other than in the case of the
death or disability of such Participant.
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6.7 Option Exercise.
(a) Unless otherwise provided in the Stock Option
Agreement, an Option may be exercised at any time or from time to
time during the term of the Option as to any or all whole shares
that have become Purchasable under the provisions of the Option,
but not at any time as to less than 100 shares unless the
remaining shares that have become so Purchasable are less than
100 shares. The Board shall have the authority to prescribe in
any Stock Option Agreement that the Option may be exercised only
in accordance with a vesting schedule during the term of the
Option.
(b) An Option shall be exercised by (i) delivery to
the Treasurer of the Company at its principal office of written
notice of exercise with respect to a specified number of shares
of Stock, and (ii) payment to the Company at that office of the
full amount of the Option Price for such number of shares.
(c) The Option Price shall be paid in full upon the
exercise of the Option; provided, however, that the Board may
provide in a Stock Option Agreement that, in lieu of cash, all or
any portion of the Option Price may be paid by tendering to the
Company shares of Stock duly endorsed for transfer and owned by
the Optionee, to be credited against the Option Price at the Fair
Market Value of such shares on the date of exercise (however, no
fractional shares may be so transferred, and the Company shall
not be obligated to make any cash payments in consideration of
any excess of the aggregate Fair Market Value of shares
transferred over the aggregate option price).
(d) In addition to and at the time of payment of the
Option Price, the Optionee shall pay to the Company in cash the
full amount of any federal, state and local income, employment or
other taxes required to be withheld from the income of such
Optionee as a result of such exercise; provided, however, that in
the discretion of the Board any Stock Option Agreement may
provide that all or any portion of such tax obligations, together
with additional taxes not exceeding the actual additional taxes
to be owed by the Optionee as a result of such exercise, may,
upon the irrevocable election of the Optionee, be paid by
tendering to the Company whole shares of Stock duly endorsed for
transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon
exercise of the Option, in either case in that number of shares
having a Fair Market Value on the date of exercise equal to the
amount of such taxes thereby being paid, and subject to such
restrictions as to the approval and timing of any such election
as the Board may from time to time determine to be necessary or
appropriate to satisfy the conditions of the exemption set forth
in Rule 16b-3 under the 1934 Act.
(e) The holder of an Option shall not have any of the
rights of a stockholder with respect to the shares of Stock
subject to the Option until such shares have been issued and
transferred to him upon the exercise of the Option.
6.8 Nontransferability of Option. No Option or any rights
therein shall be transferable by an Optionee otherwise than by
will or the laws of descent and distribution. During the lifetime
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of an Optionee, an Option granted to that Optionee shall
be exercisable only by such Optionee (or by such Optionee's
guardian or other legal representative, should one be appointed).
6.9 Termination of Employment. The Board shall have the
power to specify, with respect to the Options granted to any
particular Optionee, the effect upon such Optionee's right to
exercise an Option of the termination of such Optionee's
employment under various circumstances, including but not limited
to the death or disability of the Optionee which effect may
include immediate or deferred termination of such Optionee's
rights under an Option, or acceleration of the date at which an
Option may be exercised in full.
6.10 Employment Rights. Options granted under the Plan
shall not be affected by any change of employment so long as the
Optionee continues to be an employee or Board Member. Nothing in
the Plan or in any Stock Option Agreement shall confer on any
person any right to continue in the employ of the Company or any
Subsidiary of the Company, or shall interfere in any way with the
right of the Company or any such Subsidiary to terminate such
person's employment at any time.
6.11 Certain Successor Options. To the extent not
inconsistent with the terms, limitations and conditions of Code
section 422, and any regulations promulgated with respect
thereto, an Option issued in respect of an option held by an
Employee to acquire stock of any entity acquired, by merger or
otherwise, by the Company (or any Subsidiary of the Company) may
contain terms that differ from those stated in this Article VI,
but solely to the extent necessary to preserve for any such
employee the rights and benefits contained in such predecessor
option, or to satisfy the requirements of Code section 425(a).
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1 Grant and Exercise. Stock Appreciation Rights may
be granted in conjunction with all or part of any Stock Option
granted under the Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of
the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of the
grant of such Stock Option.
A Stock Appreciation Right or applicable portion thereof
granted with respect to a given Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the
related Stock Option, except that, unless otherwise determined by
the Board at the time of grant, a Stock Appreciation Right
granted with respect to less than the full number of shares
covered by a related Stock Option shall not be reduced until the
number of shares covered by an exercise or termination of the
related Stock Option exceeds the number of shares not covered by
the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by a
Participant, in accordance with Section
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7.2, by surrendering the applicable portion of the related Stock
Option in accordance with procedures established by the Board for
such purposes. Upon such exercise and surrender, the Participant
shall be entitled to receive an amount determined in a manner
prescribed in Section 7.1. Stock Options which have been so
surrendered shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.
7.2 Terms and Conditions. Stock Appreciation Rights
shall be subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as shall be determined from time
to time by the Board, including the following:
(i) Stock Appreciation Rights
shall be exercisable only at such time or
times and to the extent that the Stock
Options to which they relate are exercisable,
in accordance with the provisions of Article
VI and Article VII of the Plan.
(ii) Upon the exercise of a Stock
Appreciation Right, a Participant shall be
entitled to receive an amount in cash and/or
shares of Stock in the aggregate equal in
value to the excess of the Fair Market Value
of one share of Stock over the option price
per share specified in the related Stock
Option multiplied by the number of shares in
respect of which the Stock Appreciation Right
shall have been exercised, with the Board
having the right to determine the form of
payment.
(iii) Stock Appreciation Rights
shall be transferable only when and to the
extent that the underlying Stock Option would
be transferable under Article VI of the Plan.
(iv) Upon the exercise of a Stock
Appreciation Right, the Stock Option or part
thereof to which Stock Appreciation Right is
related shall be deemed to have been
exercised for the purpose of the limitation
set forth in Article V of the Plan on the
number of shares of Stock to be issued under
the Plan, but only to the extent of the
number of shares of Stock issued under the
Stock Appreciation Right based on the value
of the Stock Appreciation Right.
(v) The Board may provide, at the
time of grant, that such Stock Appreciation
Right can be exercised only in the event of a
Change in Control and/or a Potential Change
in Control, subject to such terms and
conditions as the Board may specify at grant.
(vi) The Board may also provide
that, in the event of a Change in Control
and/or a Potential Change in Control, the
amount to be paid upon the exercise of a
Stock Appreciation Right shall be based on
the Change in Control Price, subject to such
terms and conditions as
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the Board may specify at grant.
ARTICLE VIII
AWARDS OF RESTRICTED STOCK
8.1 Administration. Shares of Restricted Stock may be
issued either alone or in addition to other awards granted under
the Plan. The Board shall determine Participants to whom, and
the time or times at which, such grants will be made, the number
of shares to be awarded, the price (if any) to be paid under
Section 8.2(i) by the recipient of a Restricted Stock Award, the
time or times within which such awards may be subject to
forfeiture, and all other conditions of the awards.
The Board may condition grants of Restricted Stock upon the
attainment of specified performance goals or such other factors
or criteria as the Board may determine.
The provisions of Restricted Stock Awards need not be the
same with respect to each recipient.
8.2 Restrictions and Conditions. Restricted Stock
Awards shall be subject to the following restrictions and
conditions:
(i) The purchase price for shares
of Restricted Stock may be equal to or less
than their par value and may be zero.
(ii) Awards of Restricted Stock
must be accepted within a period of 60 days
(or such shorter periods as the Board may
specify at grant) after the award date, by
executing a Restricted Stock Agreement and
paying whatever price (if any) is required
under Section 8.2(i).
The prospective recipient of a
Restricted Stock Award shall not have any
rights with respect to such award, unless and
until such recipient has executed an
agreement evidencing the award and has
delivered a fully executed copy thereof to
the Company, and has otherwise complied with
the applicable terms and conditions of such
award.
(iii) Each Participant
receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such
shares of Restricted Stock. Such certificate
shall be registered in the name of such
Participant, and shall bear an appropriate
legend referring to the terms, conditions,
and restrictions applicable to such award,
substantially in the following form:
"The transferability of this
certificate and the shares of stock
represented hereby are subject to the terms
and conditions (including forfeiture) of the
Orange-co, Inc. 1998 Incentive Equity Plan and an
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Agreement entered into between the
registered owner and Orange-co, Inc. Copies
of such Plan and Agreement are on file in the
offices of Orange-co, Inc., Bartow, Florida.
The Board may require that the
stock certificates evidencing such shares be
held in custody by the Company until the
restrictions thereon shall have lapsed, and
that, as a condition of any Restricted Stock
Award, the participant shall have delivered a
stock power, endorsed in blank, relating to
the Stock covered by such award.
(iv) Subject to the provisions of
this Plan and the applicable award agreement,
during a period set by the Board commencing
with the date of such award (the "Restriction
Period"), the Participant shall not be
permitted to sell, transfer, pledge, assign
or otherwise encumber shares of Restricted
Stock awarded under the Plan.
Based on service, performance and/or such
other factors or criteria as the Board may
determine, the Board may, however, at or
after grant provide for the lapse of such
restrictions in installments and/or may
accelerate or waive such restrictions in
whole or in part.
(v) Except as provided in this
Section 8.2, unless otherwise determined by
the Board the recipient shall have, with
respect to the shares of Restricted Stock
covered by any award, all of the rights of a
stockholder of the Company, including the
right to vote the shares, and the right to
receive any dividends.
(vi) Except as otherwise provided
in this Section 8.2 and in the applicable
award agreement, upon termination of a
participant's employment with the Company or
any Subsidiary or Affiliate for any reason
during the Restriction Period for a given
award, all shares still subject to
restriction shall be forfeited by the
participant, provided, however, the Board may
provide for waiver of the restrictions in the
event of termination of employment due to
death, disability or retirement.
(vii) In the event of hardship
or other special circumstances of a
participant whose employment with the Company
or any Subsidiary or Affiliate is
involuntarily terminated, the Board may waive
in whole or in part any or all remaining
restrictions with respect to any or all of
the Participant's Restricted Stock, based on
such factors and criteria as the Board may
deem appropriate.
(viii) If and when the Restriction
Period expires without a prior forfeiture
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of the Restricted Stock subject to
such Restriction Period, unrestricted
certificates for such shares shall be
delivered to the participant.
ARTICLE IX
CONDITIONS TO ISSUING STOCK,
SAR OR RESTRICTED STOCK AWARD
The Company shall not be required to issue or deliver any
Stock purchased (i) pursuant to any Restricted Stock Award or
(ii) upon the full or partial exercise of any Option or SAR
granted hereunder prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all
stock exchanges on which the Stock is then listed;
(b) The completion of any registration or other
qualification of such shares that the Company shall determine to
be necessary or advisable under any federal or state law or under
the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, or the
Company's determination that an exemption is available from such
registration or qualification;
(c) The obtaining of any approval or other clearance
from any federal or state governmental agency that the Company
shall determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time
following exercise as shall be appropriate for reasons of
administrative convenience.
Unless the shares of Stock covered by the Plan shall be the
subject of an effective registration statement under the
Securities Act of 1933, as amended, stock certificates issued and
delivered to Participants shall bear such restrictive legends as
the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.
ARTICLE X
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, (i) cause the Board to cease
granting Options or Restricted Stock Awards, (ii) terminate the
Plan, or (iii) in any respect amend or modify the Plan; provided,
however, that the Board (unless its actions are approved or
ratified by the stockholders of the Company within twelve months
of the date the Board amends the Plan) may not amend the Plan to:
(a) Increase the number of shares of Stock subject to
the Plan beyond the amount previously approved or ratified by the
stockholders; or
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(b) Change or modify the class of persons that may
participate in the Plan.
No termination, amendment or modification of the Plan shall
affect adversely the rights of a Participant under any
outstanding Option, SAR or Restricted Stock Award without the
consent of the Participant or his legal representative.
ARTICLE XI
MISCELLANEOUS
11.1 Replacement Grants. At the sole discretion of the
Board, a Participant may be given an election to surrender an
Option, SAR or Restricted Stock Award in exchange for a new
Option, SAR or Restricted Stock Award.
11.2 Forfeiture for Competition. If a Participant provides
services to a competitor of the Company or any of its
Subsidiaries, whether as an employee, officer, director,
independent contractor, consultant, agent or otherwise, such
services being of a nature that can reasonably be expected to
involve the skills and experience used or developed by the
Participant while an employee or Board member, then that
Participant's rights under any Options, SARs or Restricted Stock
Awards outstanding hereunder shall be forfeited and terminated,
subject to a determination to the contrary by the Board.
11.3 Plan Binding on Successors. The Plan shall be binding
upon the successors of the Company.
11.4 Gender. Whenever used herein, the masculine pronoun
shall include the feminine gender.
11.5 Headings No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference, and
do not constitute a part of the Plan.
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