As amended through November 1, 1996
1992 STOCK OPTION PLAN
of
UNITEL VIDEO, INC.
1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is
designed to provide an incentive to key employees (including officers and
directors who are key employees) and to directors who are not employees of
Unitel Video, Inc., a Delaware corporation (the "Company"), and its present and
future subsidiary corporations, as defined in Paragraph 18 ("Subsidiaries"), and
to offer an additional inducement in obtaining the services of such individuals.
The Plan provides for the grant of "incentive stock options" ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("NQSOs"), but the Company makes no
warranty as to the qualification of any option as an "incentive stock option"
under the Code.
2. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Paragraph 12, the aggregate number of shares of Common Stock, $.01 par value per
share, of the Company ("Common Stock") for which options may be granted under
the Plan shall not exceed 350,000. Such shares of Common Stock may, in the
discretion of the Committee (as defined in Paragraph 3), consist either in whole
or in part of authorized but unissued shares of Common Stock or shares of Common
Stock held in the treasury of the Company. The Company shall at all times
during the term of the Plan reserve and keep available such number of shares of
Common Stock as will be sufficient to satisfy the requirements of the Plan.
Subject to the provisions of Paragraph 13, any shares of Common Stock subject to
an option which for any reason expires, is cancelled, is terminated unexercised
or which ceases for any reason to be exercisable shall again become available
for the granting of options under the Plan.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Company's Board of Directors which, to the extent that it may determine, may
delegate its powers with respect to the administration of the Plan to a
committee of the Board of Directors of the Company (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 (the "Exchange
Act"). References in the Plan to determinations or actions by the Committee
shall be deemed to include determinations and actions by the Board of Directors.
Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole discretion, with respect to Key Employee Options
(as defined in Paragraph 18): to determine the key employees who shall receive
options; the times when they shall receive options; whether an option shall be
an ISO or a NQSO; the number of shares of Common Stock to be subject
to each option; the term of each option; the date each option shall become
exercisable; whether an option shall be exercisable in whole, in part or in
installments, and, if in installments, the number of shares of Common Stock
to be subject to each installment; whether the installments shall be
cumulative; the date each installment shall become exercisable and the term
of each installment; whether to accelerate the date of exercise of any
installment; whether shares of Common Stock may be issued on exercise of an
option as partly paid, and, if so, the dates when future installments of the
exercise price shall become due and the amounts of such installments; the
exercise price of each option; the form of payment of the exercise price;
whether to restrict the sale or other disposition of the shares of Common
Stock acquired upon the exercise of an option and to waive any such
restriction; whether to subject the exercise of all or any portion of an
option to the fulfillment of contingencies as specified in the contract
referred to in Paragraph 11 (the "Contract"), including without limitation,
contingencies relating to entering into a covenant not to compete with the
Company and its Parent (as defined in Paragraph 18) and Subsidiaries,
financial objectives for the Company, a Subsidiary, a division, a product
line or other category, and/or the period of continued employment of the
optionee with the Company or its Subsidiaries, and to determine whether such
contingencies have been met; and with respect to Key Employee Options and
Outside Director Options (as defined in Paragraph 18): to construe the
respective Contracts and the Plan; to determine the amount, if any, necessary
to satisfy the Company's obligation to withhold taxes; with the consent of
the optionee, to cancel or modify an option, provided such option as modified
would be permitted to be granted on such date under the terms of the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; and
to make all other determinations necessary or advisable for administering the
Plan. The determinations of the Committee on the matters referred to in this
Paragraph 3 shall be conclusive.
No member or former member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted hereunder.
4. ELIGIBILITY; GRANTS. The Committee may, consistent with the
purposes of the Plan, grant Key Employee Options from time to time, to key
employees of the Company or any of its Subsidiaries. Key Employee Options
granted shall cover such number of shares of Common Stock as the Committee may
determine; provided, however, that the aggregate fair market value (determined
at the time the option is granted) of the shares of Common Stock for which any
eligible person may be granted ISOs under the Plan or any other plan of the
Company, or of a Parent or a Subsidiary of the Company, which are exercisable
for the first time by such optionee during any calendar year shall not exceed
$100,000. The $100,000 ISO limitation shall be applied by taking ISOs into
account in the order in which they were granted. Any option (or the portion
thereof) granted in excess of such amount shall be treated as a NQSO.
On the date the Plan is adopted by the Board of Directors, each
member of the Board of Directors who is not on such date an employee of the
Company or any of its Subsidiaries shall be granted an Outside Director Option
to purchase 1,000 shares of Common Stock. In addition, on each anniversary of
the date the Plan is adopted by the Board of Directors, each member of the Board
of Directors who is not on that anniversary date an employee of the Company or
any of its Subsidiaries shall be granted an Outside Director Option to purchase
5,000 shares of Common Stock.
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In the event the remaining shares available for grant under the Plan are not
sufficient to grant the Outside Director Options to such non-employee
directors in any year, the number of shares subject to each Outside Director
Option for such year shall be reduced proportionately. The Committee shall
have no discretion with respect to the selection of directors to receive
Outside Director Options or the amount, the price or the timing with respect
thereto. A director who is not an employee of the Company or any of its
Subsidiaries shall not be entitled to receive any options other than Outside
Director Options as provided herein.
5. EXERCISE PRICE. The exercise price of the shares of Common Stock
under each Key Employee Option shall be determined by the Committee; provided,
however, that the exercise price shall not be less than the fair market value of
the Common Stock subject to such option on the date of grant; and further,
provided, that if, at the time an ISO is granted, the optionee owns (or is
deemed to own under Section 424(d) of the Code) stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company, of
any of its Subsidiaries or of a Parent, the exercise price of such ISO shall not
be less than 110% of the fair market value of the Common Stock subject to such
ISO on the date of grant. The exercise price of the shares of Common Stock
under each Outside Director Option shall be equal to the fair market value of
the Common Stock subject to such option on the date of grant.
The fair market value of the Common Stock on any day shall be (a) if
the principal market for the Common Stock is a national securities exchange, the
average of the highest and lowest sales prices of the Common Stock on such day
as reported by such exchange or on a composite tape reflecting transactions on
such exchange, (b) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ"), and
(i) if actual sales price information is available with respect to the Common
Stock, the average of the highest and lowest sales prices of the Common Stock on
such day on NASDAQ, or (ii) if such information is not available, the average of
the highest bid and lowest asked prices for the Common Stock on such day on
NASDAQ, or (c) if the principal market for the Common Stock is not a national
securities exchange and the Common Stock is not quoted on NASDAQ, the average of
the highest bid and lowest asked prices for the Common Stock on such day as
reported on the NASDAQ OTC Bulletin Board Service or by National Quotation
Bureau, Incorporated or a comparable service; provided, however, that if clauses
(a), (b) and (c) of this Paragraph are all inapplicable, or if no trades have
been made or no quotes are available for such day, the fair market value of the
Common Stock shall be determined by the Committee by any method consistent with
applicable regulations adopted by the Treasury Department relating to stock
options. The determination of the Committee shall be conclusive in determining
the fair market value of the stock.
6. TERM. The term of each Key Employee Option shall be such term as
is established by the Committee, in its sole discretion, at or before the time
such option is granted. Notwithstanding the foregoing, the term of each ISO
granted pursuant to the Plan shall be for a period not exceeding 10 years from
the date of grant thereof, and further provided, that if, at the time an ISO is
granted, the optionee owns (or is deemed to own under Section 424(d) of the
Code) stock
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possessing more than 10% of the total combined voting power of all classes of
stock of the Company, of any of its Subsidiaries or of a Parent, the term of
the ISO shall be for a period not exceeding five years from the date of
grant. Each Outside Director Option shall have a term of ten years
commencing on the date of grant. Options shall be subject to earlier
termination as hereinafter provided.
7. EXERCISE. An option (or any part or installment thereof), to the
extent then exercisable, shall be exercised by giving written notice to the
Company at its principal office (at present 555 West 57th Street, New York, New
York 10019, Attn: Barry Knepper, Executive Vice President), stating which ISO,
NQSO or Outside Director Option is being exercised, specifying the number of
shares of Common Stock as to which such option is being exercised and
accompanied by payment in full of the aggregate exercise price therefor (or the
amount due on exercise if the Contract permits installment payments) (a) in cash
or by certified check, or (b) with the consent of the Committee (in the Contract
or otherwise), with previously acquired shares of Common Stock having an
aggregate fair market value, on the date of exercise, equal to the aggregate
exercise price of all options being exercised, or with any combination of cash,
certified check or shares of Common Stock.
A person entitled to receive Common Stock upon the exercise of an
option shall not have the rights of a stockholder with respect to such shares of
Common Stock until the date of issuance of a stock certificate to him for such
shares; provided, however, that until such stock certificate is issued, any
option holder using previously acquired shares of Common Stock in payment of an
option exercise price shall continue to have the rights of a stockholder with
respect to such previously acquired shares.
In no case may a fraction of a share of Common Stock be purchased or
issued under the Plan.
8. TERMINATION OF RELATIONSHIP WITH COMPANY. Any holder of a Key
Employee Option whose employment with the Company (and its Parent and
Subsidiaries), and any holder of an Outside Director Option whose status as a
director of the Company, has terminated for any reason other than his death or
Disability (as defined in Paragraph 18) may exercise such option, to the extent
exercisable on the date of such termination, at any time within three months
after the date of termination, but not thereafter and in no event after the date
the option would otherwise have expired; provided, however, that if his
employment or status as a director shall be terminated either (a) for cause, or
(b) without the consent of the Company, said option shall terminate immediately.
Key Employee Options granted under the Plan shall not be affected by any change
in the status of the holder so long as he continues to be a full-time employee
of the Company, its Parent or any of the Subsidiaries (regardless of having been
transferred from one corporation to another).
Nothing in the Plan or in any option granted under the Plan shall
confer on any individual any right to continue in the employ of the Company, its
Parent or any of its Subsidiaries, or as a director of the Company, or interfere
in any way with the right of the Company, its Parent or
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any of its Subsidiaries to terminate the employee's employment at any time
for any reason whatsoever without liability to the Company, its Parent or any
of its Subsidiaries.
9. DEATH OR DISABILITY OF AN OPTIONEE. If an optionee dies (a)
while he is employed by the Company, its Parent or any of its Subsidiaries, or
while he is a director of the Company, (b) within three months after the
termination of such relationship (unless such termination was for cause or
without the consent of the Company) or (c) within one year following the
termination of such relationship by reason of Disability, the Key Employee
Options and Outside Director Options, respectively, may be exercised, to the
extent exercisable on the date of his death, by his executor, administrator or
other person at the time entitled by law to his rights under such option, at any
time within one year after death, but not thereafter and in no event after the
date the option would otherwise have expired.
Any optionee whose employment or status as a director has terminated
by reason of Disability may exercise his Key Employee Options and Outside
Director Options, respectively, to the extent they are exercisable upon the
effective date of such termination, at any time within one year after such date,
but not thereafter and in no event after the date the option would otherwise
have expired.
10. COMPLIANCE WITH SECURITIES LAWS. The Committee may require, in
its discretion, among other things, as a condition to the exercise of any option
that either (a) a Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock to be
issued upon such exercise shall be effective and current at the time of
exercise, or (b) there is an exemption from registration under the Securities
Act for the issuance of shares of Common Stock upon such exercise. Nothing
herein shall be construed as requiring the Company to register shares subject to
any option under the Securities Act.
The Committee may require the optionee to execute and deliver to the
Company his representation and warranty, in form and substance satisfactory to
it, that the shares of Common Stock to be issued upon the exercise of the option
are being acquired by the optionee for his own account, for investment only and
not with a view to the resale or distribution thereof. In addition, the
Committee may require the optionee to represent and warrant in writing that any
subsequent resale or distribution of shares of Common Stock by such optionee
will be made only pursuant to (i) a Registration Statement under the Securities
Act which is effective and current with respect to the shares of Common Stock
being sold, or (ii) a specific exemption from the registration requirements of
the Securities Act, but in claiming such exemption, the optionee shall, at the
request of the Committee and prior to any offer of sale or sale of such shares
of Common Stock, provide the Company with a favorable written opinion of
counsel, in form and substance satisfactory to the Company, as to the
applicability of such exemption to the proposed sale or distribution.
11. STOCK OPTION CONTRACTS. Each option shall be evidenced by an
appropriate Contract which shall be duly executed by the Company and the
optionee, and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee.
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12. ADJUSTMENTS UPON CHANGES IN COMMON STOCK. Notwithstanding any
other provisions of the Plan, in the event of any change in the outstanding
Common Stock by reason of a stock dividend, recapitalization, merger or
reorganization, split-up, combination or exchange of shares or the like, (a) the
aggregate number and kind of shares subject to the Plan, (b) the aggregate
number and kind of shares subject to each outstanding option and the exercise
price thereof and (c) the aggregate number and kind of shares to be granted
pursuant to Paragraph 4 to directors who are not employees of the Company shall
each be appropriately adjusted by the Committee, whose determination shall be
conclusive.
13. AMENDMENTS AND TERMINATION OF THE PLAN. The Plan was adopted by
the Board of Directors of the Company on May 1, 1992. No option may be granted
under the Plan after April 30, 2002. The Board of Directors, without further
approval of the Company's stockholders, may at any time and from time to time
suspend or terminate the Plan, in whole or in part, or amend it from time to
time in such respects as it may deem advisable, including without limitation, in
order that ISOs granted hereunder meet the requirements for "incentive stock
options" under the Code, to comply with applicable requirements of the
Securities Act and the Exchange Act, or to conform to any change in applicable
law or to regulations or rulings of administrative agencies; provided, however,
that no amendment shall be effective without the requisite prior or subsequent
stockholder approval which would (a) except as contemplated in Paragraph 12,
increase the maximum number of shares of Common Stock for which options may be
granted under the Plan, (b) materially increase the benefits to participants
under the Plan or (c) change the eligibility requirements for individuals
entitled to receive options hereunder. Notwithstanding the foregoing, the
provisions regarding the selection of directors for participation in, and the
amount, the price or the timing of, Outside Director Options shall not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act or the rules thereunder.
No termination, suspension or amendment of the Plan shall, without the consent
of the holder of an existing option affected thereby, adversely affect his
rights under such option. The power of the Committee to construe and administer
any options granted under the Plan prior to the termination or suspension of the
Plan nevertheless shall continue after such termination or during such
suspension.
14. NON-TRANSFERABILITY OF OPTIONS. No option granted under the Plan
shall be transferable otherwise than by will or the laws of descent and
distribution, and options may be exercised, during the lifetime of the holder
thereof, only by him or his legal representatives. Except to the extent
provided above, options may not be assigned, transferred, pledged, hypothecated
or disposed of in any way (whether by operation of law or otherwise) and shall
not be subject to execution, attachment or similar process.
15. WITHHOLDING TAXES. The Company may withhold cash and/or shares
of Common Stock to be issued to the optionee having an aggregate fair market
value equal to the amount which it determines is necessary to satisfy its
obligation to withhold Federal, state and local income taxes or other taxes
incurred by reason of the grant or exercise of an option, its disposition, or
the disposition of the underlying shares of Common Stock. Alternatively, the
Company may
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require the holder to pay to the Company such amount, in cash, promptly upon
demand. The Company shall not be required to issue any shares of Common
Stock pursuant to any such option until all required payments have been made.
Fair market value of the shares of Common Stock shall be determined in
accordance with Paragraph 5.
16. LEGENDS; PAYMENT OF EXPENSES. The Company may endorse such
legend or legends upon the certificates for shares of Common Stock issued upon
exercise of an option under the Plan and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its discretion, to be necessary or appropriate to (a) prevent a violation of,
or to perfect an exemption from, the registration requirements of the Securities
Act, (b) implement the provisions of the Plan or any agreement between the
Company and the optionee with respect to such shares of Common Stock, or (c)
permit the Company to determine the occurrence of a "disqualifying disposition,"
as described in Section 421(b) of the Code, of the shares of Common Stock
transferred upon the exercise of an ISO granted under the Plan.
17. SUBSTITUTIONS AND ASSUMPTIONS OF OPTIONS OF CERTAIN CONSTITUENT
CORPORATIONS. Anything in this Plan to the contrary notwithstanding, the
Committee may, without further approval by the stockholders, substitute new
options for prior options of a Constituent Corporation (as defined in Paragraph
18) or assume the prior options of such Constituent Corporation.
18. DEFINITIONS.
a. Subsidiary. The term "Subsidiary" shall have the same
definition as "subsidiary corporation" in Section 424(f) of the Code.
b. Parent. The term "Parent" shall have the same definition as
"parent corporation" in Section 424(e) of the Code.
c. Constituent Corporation. The term "Constituent Corporation"
shall mean any corporation which engages with the Company, its Parent or any
Subsidiary in a transaction to which Section 424(a) of the Code applies (or
would apply if the option assumed or substituted were an ISO), or any Parent or
any Subsidiary of such corporation.
d. Disability. The term "Disability" shall mean a permanent
and total disability within the meaning of Section 22(e)(3) of the Code.
e. Key Employee Option. The term "Key Employee Option" shall
mean an option granted pursuant to the Plan to a person who, at the time of
grant, is a key employee of the Company or a Subsidiary of the Company.
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f. Outside Director Option. The term "Outside Director Option"
shall mean a NQSO granted pursuant to the Plan to a person who, at the time of
grant, is a director of the Company but is not an employee of the Company or any
of its Subsidiaries.
19. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by a
majority of the votes present in person or by proxy at the next meeting of its
stockholders at which a quorum is present. No options granted hereunder may be
exercised prior to such approval, provided that the date of grant of any options
granted hereunder shall be determined as if the Plan had not been subject to
such approval. Notwithstanding the foregoing, if the Plan is not approved by a
vote of the stockholders of the Company on or before May 1, 1993, the Plan and
any options granted hereunder shall terminate.
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