1996 Stock Option Plan

FLORIDA PANTHERS HOLDINGS, INC.


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1996 STOCK OPTION PLAN


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1. STATEMENT OF PURPOSE. This 1996 Stock Option Plan (the "Plan") is intended to provide certain employees, directors (both employee and non-employee directors), independent contractors and consultants of Florida Panthers Holdings, Inc., a Florida corporation (the "Company"), and its subsidiaries with an added incentive to provide their services to the Company and to induce them to exert their maximum effort toward the Company's success through the encouragement of stock ownership in the Company by such persons.


2. ADMINISTRATION. The Plan shall be administered by a committee (the "Committee"), appointed by the Board of Directors, consisting of two or more outside directors (each of whom qualifies as an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and as a "non-employee director" under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), whose interpretation of the terms and provisions of the Plan shall be final and conclusive. The selection of employees, directors (both employee and non-employee directors), independent contractors and consultants for participation in the Plan and all decisions concerning the timing, pricing and amount of any grant or award under the Plan shall be made solely by the Committee. In the event a Committee of two or more qualifying directors cannot be formed, the Plan shall be administered by the Board of Directors. No member of the Board of Directors or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted or option agreement entered into hereunder.


3. ELIGIBILITY. Options shall be granted only to employees (including officers) and directors (employee and non-employee directors) of the Company and it subsidiaries, as well as independent contractors and consultants performing services for the Company and it subsidiaries (collectively, the "Optionees"), selected initially and from time to time by the Committee on the basis of their importance to the business of the Company or its subsidiaries.


4. GRANTING OF OPTIONS. Subject to Section 10 of the Plan, the Company may grant to Optionees from time to time options to purchase an aggregate of up to 2,600,000 shares of the Company's Class A common stock, par value $.01 per share (the "Class A Common Stock"). In the event that an option expires or is terminated or canceled unexercised as to any shares, such released shares may again be optioned (including a grant in substitution for a canceled option). Shares subject to options may be made available from authorized and unissued shares of Class A Common Stock. Options granted under the Plan shall not constitute "incentive stock options" for purposes of Section 422 of the Code. The maximum number of shares of Class A Common Stock with respect to which options may be granted during any calendar year to any person shall be 500,000. All options granted pursuant to the Plan shall be evidenced by agreements, to be executed by the Company and by the Optionee, in such form or forms as the Committee shall from time to time


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determine. Option agreements covering options granted from time to time or at the same time need not contain similar provisions specified herein; provided, however, that all such option agreements shall comply with all terms and provisions of the Plan. The date of grant of an option under this Plan shall be the date as of which the Committee approves the grant.


5. OPTION PRICE. The option price shall be determined by the Committee and, subject to the provisions of Section 10 hereof, shall be not less than the fair market value, as determined by the Committee at the time the option is granted, of the shares of Class A Common Stock subject to the option.


6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to the provisions of Section 8 hereof, each option shall be for such term of not less than five years nor more than 10 years, as shall be determined by the Committee at the time the option is granted. Each option shall become exercisable with respect to 25% of the total number of shares subject to the option 12 months after the date of its grant and with respect to each additional 25% at the end of each 12-month period thereafter during the succeeding three years. Notwithstanding the foregoing, the Committee may in its discretion (i) specifically provide for another time or times of exercise at the time the option is granted; (ii) accelerate the exercisability of any option subject to such terms and conditions as the Committee deems necessary and appropriate; or (iii) at any time prior to the expiration or termination of any option previously granted, extend the term of any option (including such options held by officers) for such additional period as the Committee in its discretion shall determine. In no event, however, shall the aggregate option period with respect to any option, including the original term of the option and any extensions thereof, exceed 10 years. Subject to the foregoing and the other provisions of this Plan, all or any part of the shares to which the right to purchase has accrued may be purchased at the time of such accrual or at any time or times thereafter during the option period.


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In the event of a Change in Control (as defined below), all outstanding options shall become immediately exercisable. Notwithstanding any other provisions hereunder, during the period of 30 days after a Change in Control, each Optionee shall have the right to require the Company to purchase from such Optionee any option granted under this Plan at a purchase price equal to the excess of fair market value per share over the option price multiplied by the number of option shares specified by the Optionee for p ...