EXHIBIT 10.3
FIRST AMENDMENT TO
1996 STOCK INCENTIVE PLAN
The 1996 Stock Incentive Plan (the "Plan") of College Television Network,
Inc. (the "Company") (formerly Laser Video Network, Inc.) is hereby amended as
follows:
1.
All references in the Plan to Laser Video Network, Inc. are deleted, and
the name "College Television Network, Inc." is substituted therefor in each
instance.
2.
Section 1.2.1 of the Plan is amended by deleting the first three sentences
thereof and substituting therefor the following:
Subject to Section 1.2.6, the Plan shall be administered by the Stock
Option and Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board"), which Committee shall consist of
not fewer than two directors and to which the Board shall grant power to
authorize the issuance of the Company's capital stock pursuant to awards
granted under the Plan. The members of the Committee shall be appointed
by, and serve at the pleasure of, the Board. The membership of the
Committee shall at all times be constituted so as not to adversely affect
the compliance of the Plan with the requirements of Rule 16b-3 ("Rule 16b-
3") promulgated under the Securities Exchange Act of 1934 (the "1934 Act"),
to the extent it is applicable, or with the requirements of any other
applicable law, rule or regulation.
3.
Section 1.5.1 of the Plan is amended by deleting the first sentence thereof
in its entirety and substituting therefor the following new first sentence:
"The total number of shares of common stock of the Company, par value $.005 per
share ("Common Stock"), with respect to which awards may be granted pursuant to
the Plan shall be 300,000 shares."
4.
Section 3.7 of the Plan is amended by deleting in its entirety Section
3.7.1 and substituting therefor the following new Section 3.7.1:
Except as provided in Section 3.7.3, the Board may determine, in its
discretion, that, in the event of a Change in Control, all options granted
under this Plan shall be fully vested and immediately exercisable. For
purposes of this Section 3.7, a "Change in Control" shall be deemed to have
occurred upon the happening of any of the following:
(i) The consummation of any merger, reverse stock split, recapitalization
or other business combination of the Company, with or into another
corporation, or an acquisition of securities or assets by the Company,
pursuant to which the Company is not the continuing or surviving
corporation or pursuant to which shares of Common Stock would be converted
into cash, securities or other property, other than a transaction in which
the majority of the holders of Common Stock immediately prior to such
transaction will own at least 25 percent of the voting power of the then-
outstanding securities of the surviving corporation immediately after such
transaction, or any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially
all, of the assets of the Company (other than a transfer of assets as
collateral to secure a debt of the Company), or the liquidation or
dissolution of the Company; or
(ii) A transaction in which any person (as such term is defined in Sections
13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity
(other than the Company or any profit-sharing, employee ownership or other
employee benefit plan sponsored by the Company or any subsidiary, or any
trustee of or fiduciary with respect to any such plan when acting in such
capacity, or any group comprised solely of such entities): (A) shall
purchase any Common Stock (or securities convertible into Common Stock) for
cash, securities or any other consideration pursuant to a tender offer or
exchange offer, without the prior consent of the Board, or (B) shall become
the "beneficial owner" (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly (in one transaction or a series of
transactions), of securities of the Company representing 50% or more of the
total voting power of the then-outstanding securities of the Company
ordinarily (and apart from the rights accruing under special circumstances)
having the right to vote in the election of directors (calculated as
provided in Rule 13d-3(d) in the case of rights to acquire the Company's
securities).
5.
Section 3.7 of the Plan is further amended by adding a new Section 3.7.3,
which shall read as follows:
In the event of a Change of Control in which the Company is merged
into another company and the Company is not the surviving entity and the
only principal consideration exchanged is stock of either entity or any
affiliated entity of either entity, the Board of Directors and officers of
the Company shall use their best efforts to negotiate the rollover of all
options and awards granted under this Plan to options and awards under an
incentive plan of the surviving entity in the merger or replacement options
and awards with respect to the surviving entity, in a manner consistent
with section 424 of the Code and the regulations promulgated
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thereunder, in order to ensure that incentive stock options granted under
this Plan shall continue to be incentive stock options, and the other
options and awards shall continue to have essentially equivalent economic
value and features following the merger. In the event such a rollover or
replacement is not successfully negotiated, then all options and other
awards granted under this Plan shall become fully vested and immediately
exercisable prior to the merger, and all restrictions and limitations under
this Plan related to restricted stock or other stock-based awards shall be
deemed to have expired immediately prior to the merger, in which event the
Company shall notify the grantees of their rights to exercise their options
or other rights as holders of unrestricted awards under this Plan.
Notwithstanding any other provision of this Plan, in the event of a Change
of Control in which the Company is the surviving entity in a merger and the
only principal consideration exchanged is stock of either entity or the
merged entity, the outstanding options and awards granted under this Plan
shall remain in full force and effect, with no acceleration as to their
vesting or exercisability.
6.
Section 3.14 of the Plan is deleted in its entirety, and the following new
Section 3.14 is substituted therefor: "All rights and obligations under the
Plan shall be construed and interpreted in accordance with the laws of the State
of Delaware (without regard to choice of law provisions)."
The foregoing amendment shall be effective as of the date which is 20 days
after mailing an Information Statement to Shareholders disclosing the approval
of the amendment by the holder of a majority of the outstanding common stock of
the Company, in the manner required by Section 14(c) of the Securities Exchange
Act of 1934, as amended.
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