Exhibit 10(c)
AS AMENDED THROUGH NOVEMBER 1, 1996
UNITEL VIDEO, INC.
NON-STATUTORY STOCK OPTION PLAN
(1986)
1. PURPOSE. The Plan is intended as an additional incentive to
certain members of the Board of Directors of Unitel Video, Inc. (the "Company")
to devote themselves to the Company's success by providing them with an
opportunity to acquire or increase their proprietary interest in the Company
through receipt of rights (the "Options") to acquire the Company's Common Stock,
par value $.01 per share (the "Common Stock").
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors which, to the extent it shall determine, may delegate its powers with
respect to the administration of the Plan to a committee of the Board of
Directors (the "Committee") consisting of not less than two directors, each of
whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3 (or any
successor rule or regulation) promulgated under the Securities Exchange Act of
1934, as amended. References in the Plan to determinations or actions by the
Committee shall be deemed to include determinations and actions by the Board of
Directors.
The Committee shall hold meetings at such times and places as it may
determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be valid acts of the Committee.
The Committee shall from time to time at its discretion direct the
Company to grant Options pursuant to the terms of the Plan. The Committee shall
have plenary authority to determine
the eligible directors (as defined in Section 3) to whom and the time at
which Options shall be granted, the number of Option Shares (as defined in
Section 4) to be granted and the price and other terms and conditions
thereof, subject, however, to the express provisions of the Plan. In making
such determinations the Committee may take into account the nature of the
director's services and responsibilities, his present and potential
contribution to the Company's success and such other factors as it may deem
relevant. The interpretation and construction by the Committee of any
provision of the Plan or of any Option granted under it shall be final,
binding and conclusive. The Committee may amend the plan from time to time
in such manner as it may deem advisable.
No member of the Committee shall be liable, in the absence of bad
faith, for any act or omission with respect to his service on the Committee
relating to this Plan. Service on the Committee shall constitute service as a
director of the Company so that a member of the Committee shall be entitled to
indemnification and reimbursement as a director of the Company for any action or
any failure to act in connection with service on the Committee to the full
extent provided for at any time in the Company's Articles of Incorporation or
By-Laws or in any insurance policy or other agreement intended for the benefit
of the Company's directors.
3. ELIGIBILITY. All members of the Board of Directors of the
Company who are not employees of the Company shall be eligible to receive
Options hereunder. The Committee, in its sole discretion, shall determine
whether an individual qualifies in accordance with the foregoing. An individual
may receive more than one Option, but only on the terms and subject to the
restrictions of the Plan.
4. OPTION SHARES. The aggregate maximum number of shares of the
Common Stock for which Options may be issued under the Plan is 50,000 shares,
adjusted as provided in
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Section 8 (the "Option Shares"). Option Shares shall be issued from
authorized and unissued Common Stock or Common Stock held in or
hereafter acquired for the treasury of the Company. If any outstanding Option
granted under the Plan expires, lapses or is terminated for any reason, the
Option Shares allocable to the unexercised portion of such Option may again be
the subject of an Option granted pursuant to the Plan.
5. TERM OF PLAN. The Plan is effective January 21, 1986, the date
on which it was adopted by the Board of Directors of the Company. No Option may
be granted under the Plan after January 20,1986.
6. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the
Plan shall be evidenced by written documents (the "Option Documents") in such
form as the Committee shall from time to time approve, which Option Documents
shall comply with and be subject to the following terms and conditions which the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.
(a) NUMBER OF OPTION SHARES. Each Option Document shall state
the number of Option Shares to which it pertains.
(b) OPTION PRICE. Each Option Document shall state the price at
which Option Shares may be purchased (the "Option Price"). Fair market value
per share shall be the mean between the highest and lowest quoted selling prices
of the Common Stock on the American Stock Exchange on the date in question.
(c) MEDIUM OF PAYMENT. Option Shares shall be paid for in cash
or by certified check payable to the Company.
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(d) TERMINATION OF OPTIONS. No Option shall be exercisable
after the expiration of the Option term specified in the Option Document.
(e) TRANSFERS. No Option granted under the Plan may be
transferred, except by will or by the laws of descent and distribution. During
the lifetime of the director to whom an Option is granted, such Option may be
exercised only by him.
(f) OTHER PROVISIONS. The Option Documents shall contain such
other provisions including, without limitation, additional restrictions upon the
exercise of the Option or additional limitations upon the terms of the Option,
as the Committee shall deem advisable. The Committee shall have the right,
subject to the consent of the director, to amend Option Documents which have
been issued to such director.
7. ADJUSTMENTS TO CHANGES IN COMMON STOCK. In the even that, prior
to the delivery by the Company of all of the Option Shares in respect of which
the Option is granted, there shall be an increase or decrease in the number of
shares of Common Stock of the Company as a result of a subdivision or
consolidation of shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such shares, effected without receipt
of consideration by the Company, the remaining number of Option Shares still
subject to the Option and Option Price therefor shall be adjusted in a manner
determined by the Committee designated under the Plan so that the adjusted
number of Option Shares and the adjusted Option Price shall be the substantial
equivalent of the remaining number of Option Shares still subject to the Option
and the Option Price thereof prior to such change. For purposes of this
Paragraph no adjustment shall be made as a result of the issuance of Common
Stock upon the conversion of other securities of the Company which are
convertible into Common Stock.
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