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EXHIBIT 10.1
KING WORLD PRODUCTIONS, INC.
1995 AMENDED AND RESTATED STOCK OPTION
AND RESTRICTED STOCK PURCHASE PLAN
SECTION 1. Purpose. The purpose of the King World Productions,
Inc. 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan
(the "Plan") is to promote the interests of King World Productions, Inc., a
Delaware corporation (the "Company"), and any Subsidiary thereof, and its
stockholders, by providing an opportunity to selected employees, officers and
directors of the Company or any Subsidiary thereof as of the date of the
adoption of this Plan or at any time thereafter to purchase Common Stock of the
Company. By encouraging such stock ownership, the Company seeks to attract,
retain and motivate such employees and persons and to encourage such employees
and persons to devote their best efforts to the business and financial success
of the Company. It is intended that this purpose will be effected by the
granting of "non-qualified stock options" and/or "incentive stock options" to
acquire the common stock of the Company and/or by the granting of rights to
purchase the common stock of the Company on a "restricted stock" basis. Under
the Plan, the Board of Directors (or the Committee) shall have the authority (in
its sole discretion) to grant "incentive stock options" within the meaning of
Section 422(b) of the Code, "non-qualified stock options" as described in
Treasury Regulation Section 1.83-7 or any successor regulation thereto, or
"restricted stock" awards. The Plan amends and restates the Company's 1989
Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "1989
Stock Plan"), adopted by the Company on May 4, 1989, as amended and restated by
the Company on January 24, 1994. The 1989 Stock Plan amended and restated, and
incorporated into one document, the Incentive Stock Option Plan and the
Non-Qualified Stock Option Plan, both adopted by the Company on October 24, 1984
(collectively, the "1985 Stock Plans").
SECTION 2. Definitions. For purposes of this Plan, the
following terms used herein shall have the following meanings, unless a
different meaning is clearly required by the context.
"Award" shall mean an award of the right to purchase Common
Stock granted under the provisions of Section 7 of the Plan.
"Board of Directors" shall mean the Board of Directors of the
Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
"Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
"Disinterested Person" shall mean a disinterested person
within the meaning of Rule 16b- 3(c) of the Exchange Act.
"Employee" shall mean (i) with respect to an ISO, any person
including an officer or director of the Company, who, at the time an ISO is
granted to such person hereunder, is employed on a full-time basis by the
Company or any Subsidiary of the Company, and (ii) with respect to a
Non-Qualified Option and/or an Award, any person employed by, or performing
services for, the Company or any Subsidiary of the Company, including, without
limitation, directors and officers.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"ISO" shall mean an Option granted under the Plan which
constitutes and shall be treated as an "incentive stock option" as defined in
Section 422(b) of the Code.
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"Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan which is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
and which shall not constitute or be treated as an ISO.
"Option" shall mean any ISO or Non-Qualified Option granted to
an Employee pursuant to this Plan.
"Participant" shall mean any Employee to whom an Award and/or
an Option is granted under this Plan.
"Parent of the Company" shall have the meaning set forth in
Section 424(e) of the Code.
"Subsidiary of the Company" shall have the meaning set forth
in Section 424(f) of the Code.
SECTION 3. Eligibility. Awards and/or Options may be granted
to any Employee. The Board of Directors (or the Committee) shall have the sole
authority to select the persons to whom Awards and/or Options are to be granted
hereunder, and to determine whether a person is to be granted a Non- Qualified
Option, an ISO or an Award or any combination thereof. No person shall have any
right to participate in the Plan. Any person selected by the Board of Directors
(or the Committee) for participation during any one period will not by virtue of
such participation have the right to be selected as a Participant for any other
period.
SECTION 4. Common Stock Subject to the Plan.
4.1. The total number of shares of Common Stock for which
Options and/or Awards may be granted under this Plan shall not exceed in the
aggregate seven million eight hundred thousand (7,800,000) shares of Common
Stock, including shares of Common Stock reserved under the 1989 Stock Plan and
the 1985 Stock Plans.
4.2. The shares of Common Stock that may be subject to Options
and/or Awards granted under this Plan may be either authorized and unissued
shares or shares reacquired at any time and now or hereafter held as treasury
stock as the Board of Directors may determine. In the event that any outstanding
Option or Award expires, is terminated or is forfeited for any reason, the
shares allocable to the unexercised portion of such Option or Award may again be
subject to an Option and/or Award granted under this Plan, except that the
shares allocable to the forfeited portion of any such Award shall not again be
subject to an Option and/or Award granted under this Plan if the Participant
received any of the benefits of ownership of the Common Stock underlying the
unexercised or forfeited portion of such Award.
4.3. Special ISO Limitations.
(a) The aggregate fair market value (determined as of the date
an ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.
(b) No ISO shall be granted to an Employee who, at the time
the ISO is granted, owns (actually or constructively under the provisions of
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 or any Parent or Subsidiary
of the Company, unless the option price is at least 110% of the fair market
value (determined as of the time the ISO is granted) of the shares of Common
Stock subject to the ISO and the ISO by its terms is not exercisable more than
five years from the date it is granted.
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4.4. Notwithstanding any other provision of the Plan, the
provisions of Sections 4.3(a) and (b) shall not apply, nor shall they be
construed to apply, to any Non-Qualified Option or Award granted under the Plan.
4.5 Notwithstanding any other provision of this Plan, no
person shall be granted Options and/or Awards for more than 1,500,000 shares of
Common Stock in any period of five fiscal years.
SECTION 5. Administration of the Plan.
5.1. The Plan shall be administered by (i) the Board of
Directors, provided that each of the members of the Board of Directors is a
Disinterested Person, or (ii) by a committee of two or more directors (the
"Committee"), each of whom is a Disinterested Person, established by the Board
of Directors. The Committee shall be appointed from time to time by, and shall
serve at the pleasure of, the Board of Directors.
5.2. (a) Options. The Board of Directors (or the Committee)
shall have the sole authority and discretion under this Plan (i) to select the
Participants who are to be granted Options hereunder; (ii) to designate whether
any Option to be granted hereunder is to be an ISO or a Non- Qualified Option;
(iii) to establish the number of shares of Common Stock that may be issued under
each Option; (iv) to determine the time and the conditions subject to which
Options may be exercised in whole or in part; (v) to determine the form of the
consideration that may be used to purchase shares of Common Stock upon exercise
of any Option (including the circumstances under which the Company's issued and
outstanding shares of Common Stock may be used by a Participant to exercise an
Option); (vi) to impose restrictions and/or conditions with respect to shares of
Common Stock acquired upon exercise of an Option; (vii) to determine the
circumstances under which shares of Common Stock acquired upon exercise of any
Option may be subject to repurchase by the Company; (viii) to determine the
circumstances and conditions subject to which shares acquired upon exercise of
an Option may be sold or otherwise transferred, including, without limitation,
the circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired upon exercise of an Option may be subject to the Company's
right of first refusal (as well as the terms and conditions of any such right of
first refusal); (ix) to establish a vesting provision for any Option relating to
the time (or the circumstance) when the Option may be exercised by a
Participant, including vesting provisions which may be contingent upon the
Company meeting specified financial goals; (x) to accelerate the time when
outstanding Options may be exercised, provided, however, that any ISOs shall be
"accelerated" within the meaning of Section 424(h) of the Code; and (xi) to
establish any other terms, restrictions and/or conditions applicable to any
Option not inconsistent with the provisions of this Plan.
(b) Awards. The Board of Directors (or the Committee) shall
have the sole authority and discretion under this Plan (i) to select the
Participants who are to be granted Awards hereunder; (ii) to determine the
amount to be paid by a Participant to acquire shares of Common Stock pursuant to
an Award, which amount may be equal to, more than or less than 100% of the fair
market value of such shares on the date the Award is granted (but in no event
less than the par value of such shares); (iii) to determine the time or times
and the conditions subject to which Awards may be made; (iv) to determine the
time or times and the conditions subject to which the shares of Common Stock
subject to an Award are to become vested and no longer subject to repurchase by
the Company; (v) to establish transfer restrictions and the terms and conditions
on which any such transfer restrictions with respect to an Award shall lapse;
(vi) to establish vesting provisions with respect to any shares of Common Stock
subject to an Award, including vesting provisions which may be contingent upon
the Company meeting specified financial goals; (vii) to determine the
circumstances under which shares of Common Stock acquired pursuant to an Award
may be subject to repurchase by the Company; (viii) to determine the time or
times and the conditions subject to which any shares of Common Stock subject to
an Award may be repurchased by the Company (as well as the terms and conditions
of any such repurchase); (ix) to determine the circumstances and conditions
subject to which a proposed sale of shares of Common Stock subject to an Award
may be subject to the Company's right of first refusal (as well as the terms and
conditions of any such right of first refusal); (x) to determine the form of
consideration that may be used to purchase shares of Common Stock pursuant to an
Award (including the circumstances under which the Company's issued
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and outstanding shares of Common Stock may be used by a Participant to purchase
the Common Stock subject to an Award); (xi) to accelerate the time at which any
or all restrictions imposed with respect to any shares of Common Stock subject
to an Award will lapse or otherwise remove any and all such restrictions; and
(xii) to establish any other terms, restrictions and/or conditions applicable to
any Award not inconsistent with the provisions of this Plan.
5.3. The Board of Directors (or the Committee) shall be
authorized to interpret the Plan and may, from time to time, adopt such rules
and regulations, not inconsistent with the provisions of the Plan, as it may
deem advisable to carry out the purpose of this Plan.
5.4. The interpretation and construction by the Board of
Directors (or the Committee) of any provision of the Plan, any Option and/or
Award granted hereunder or any agreement evidencing any such Option and/or Award
shall be final and conclusive upon all parties.
5.5. Directors (or members of the Committee, if established)
may vote on any matter affecting the administration of the Plan or the granting
of Options or Awards under the Plan.
5.6. All expenses and liabilities incurred by the Board of
Directors (or the Committee) in the administration of the Plan shall be borne by
the Company. The Board of Directors (or the Committee) may employ attorneys,
consultants, accountants or other persons in connection with the administration
of the Plan. The Company, and its officers and directors, shall be entitled to
rely upon the advice, opinions or valuations of any such persons. No member of
the Board of Directors (or the Committee) shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option and/or Award granted hereunder.
SECTION 6. Terms and Conditions of Options.
6.1. ISOs. The terms and conditions of each ISO granted under
the Plan shall be specified by the Board of Directors (or the Committee) and
shall be set forth in an ISO agreement between the Company and the Participant
in such form as the Board of Directors (or the Committee) shall approve. The
terms and conditions of each ISO shall be such that each ISO issued hereunder
shall constitute and shall be treated as an "incentive stock option" as defined
in Section 422 of the Code. The terms and conditions of any ISO granted
hereunder need not be identical to those of any other ISO granted hereunder.
The terms and conditions of each ISO shall include the
following:
(a) The option price shall be fixed by the Board of Directors
(or the Committee) but shall in no event be less than 100% (or 110% in
the case of an Employee referred to in Section 4.3(b) hereof) of the
fair market value of the shares of Common Stock subject to the ISO on
the date the ISO is granted. For purposes of this Plan, the fair market
value per share of Common Stock as of any day shall mean the average of
the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the
average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day the Common Stock
shall not be so listed, the average of the representative bid and asked
prices quoted in the NASDAQ system as of the 3:30 p.m., New York time,
on such day, or, if on any day the Common Stock shall not be quoted in
the NASDAQ system, the average of the high and low bid and asked prices
on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization.
If at any time the Common Stock is not listed on any national
securities exchange or quoted in the NASDAQ system or the
over-the-counter market, the fair market value of the shares of Common
Stock subject to an Option on the date the ISO is granted shall be the
fair market value thereof determined in good faith by the Board of
Directors (or the Committee).
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(b) ISOs, by their terms, shall not be transferable otherwise
than by will or the laws of descent and distribution, and, during an
Optionee's lifetime, an ISO shall be exercisable only by the Optionee.
(c) The Board of Directors (or the Committee) shall fix the
term of all ISOs granted pursuant to the Plan (including the date on
which such ISO shall expire and terminate), provided, however, that
such term shall in no event exceed ten years from the date on which
such ISO is granted (or, in the case of an ISO granted to an Employee
referred to in Section 4.3(b) hereof, such term shall in no event
exceed five years from the date on which such ISO is granted). Each ISO
shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be
determined by the Board of Directors (or the Committee) in its sole
discretion.
(d) In the event that the Company or any Parent or Subsidiary
of the Company is required to withhold any Federal, state or local
taxes in respect of any compensation income realized by the Participant
as a result of any "disqualifying disposition" of any shares of Common
Stock acquired upon exercise of an ISO granted hereunder, the Company
shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to
satisfy such Federal, state or local taxes, such Participant will be
required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate
amount of any such taxes. A Participant may use issued and outstanding
Common Stock for the payment of taxes. All matters with respect to the
total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in
its sole discretion.
(e) In the sole discretion of the Board of Directors (or the
Committee), the terms and conditions of any ISO may (but need not)
include any of the following provisions:
(i) In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a
full-time basis for any reason other than as a result of his
death or "disability" (within the meaning of Section 22(e)(3)
of the Code), the unexercised portion of any ISO held by such
Participant at that time may only be exercised within one
month after the date on which the Participant ceased to be so
employed, and only to the extent that the Participant could
have otherwise exercised such ISO as of the date on which he
ceased to be so employed.
(ii) In the event a Participant shall cease to be employed
by the Company or any Parent or Subsidiary of the Company on a
full-time basis by reason of his "disability" (within the
meaning of Section 22(e)(3) of the Code), the unexercised
portion of any ISO held by such Participant at that time may
only be exercised within one year after the date on which the
Participant ceased to be so employed, and only to the extent
that the Optionee could have otherwise exercised such ISO as
of the date on which he ceased to be so employed.
(iii) In the event a Participant shall die while in the
full-time employ of the Company or a Parent or Subsidiary of
the Company (or within a period of one month after ceasing to
be an Employee for any reason other than such "disability" or
within a period of one year after ceasing to be an Employee by
reason of such "disability"), the unexercised portion of any
ISO held by such Participant at the time of his death may only
be exercised within one year after the date of such
Participant's death, and only to the extent that the
Participant could have otherwise exercised such ISO at the
time of his death. In such event, such ISO may be exercised by
the executor or administrator of the Participant's estate or
by any person or persons who shall have acquired the ISO
directly from the Participant by bequest or inheritance.
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6.2. Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Board of
Directors (or the Committee), in its sole discretion, and shall be set forth in
a written option agreement between the Company and the Participant in such form
as the Board of Directors (or the Committee) shall approve. The terms and
conditions of each Option will be such that each Option issued hereunder shall
not constitute or be treated as an "incentive stock option", as defined in
Section 422 of the Code, and will be a "non-qualified stock option" for Federal
income tax purposes. The terms and conditions of any Option granted hereunder
need not be identical to those of any other Option granted hereunder.
The terms and conditions of each Non-Qualified Option
Agreement shall include the following:
(a) The option (exercise) price shall be fixed by the Board of
Directors (or the Committee) and may be equal to more than or less than
100% of the fair market value of the shares of Common Stock subject to
the Non-Qualified Option on the date such Non-Qualified Option is
granted.
(b) The Board of Directors (or the Committee) shall fix the
term of all Non- Qualified Options granted pursuant to the Plan
(including the date on which such Non-Qualified Option shall expire and
terminate). Such term may be more than ten years from the date on which
such Non-Qualified Option is granted. Each Non-Qualified Option shall
be exercisable in such amount or amounts, under such conditions and at
such times or intervals or in such installments as shall be determined
by the Board of Directors (or the Committee) in its sole discretion.
(c) Non-Qualified Options shall not be transferable otherwise
than by will or the laws of descent and distribution, and during a
Participant's lifetime a Non-Qualified Option shall be exercisable only
by the Participant.
(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by the Participant in respect of a Non- Qualified Option
granted hereunder or in respect of any shares of Common Stock acquired
upon exercise of a Non-Qualified Option, the Company shall deduct from
any payments of any kind otherwise due to such Participant the
aggregate amount of such Federal, state or local taxes required to be
so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, or if no such payments are due or to
become due to such Participant then such Participant will be required
to pay to the Company, or make other arrangements satisfactory to the
Company regarding payment to the Company of, the aggregate amount of
any such taxes. All matters with respect to the total amount of taxes
to be withheld in respect of any such compensation income shall be
determined by the Board of Directors in its sole discretion.
SECTION 7. Terms and Conditions of Awards.
The terms and conditions of each Award granted under the Plan
shall be specified by the Board of Directors (or the Committee), in its sole
discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Board of Directors (or the
Committee) shall approve. The terms and provisions of any Award granted
hereunder need not be identical to those of any other Award granted hereunder.
The terms and conditions of each Award shall include the
following:
(a) The amount to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the Board
of Directors (or the Committee) and may be equal to more than or less
than 100% of the fair market value of the shares of Common Stock
subject to the Award on the date the Award is granted.
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(b) Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Board of Directors (or the Committee), in its sole discretion, may
determine, including, without limitation, the circumstances under which
the Company shall have the right and option to repurchase shares of
Common Stock acquired pursuant to an Award.
(c) Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to the restrictions
imposed on such Stock and such other matters as the Board of Directors
may determine.
(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by the Participant in respect of an Award granted hereunder,
or in respect of any shares acquired pursuant to an Award, or in
respect of the vesting of any such shares of Common Stock, then the
Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local
taxes required to be so withheld, or, if such payments are insufficient
to satisfy such Federal, state or local taxes, or if no such payments
are due or become due to such Participant, then such Participant will
be required to pay to the Company, or make other arrangements
satisfactory to the Company regarding payment to the Company of, the
aggregate amount of any such taxes. All matters with respect to the
total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors in
its sole discretion.
SECTION 8. Adjustments. In the event that, after the adoption
of the Plan by the Board of Directors, the outstanding shares of the Company's
Common Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock or
other corporate transaction, the Board of Directors shall appropriately adjust
(i) the number of shares of Common Stock (and the option price per share)
subject to the unexercised portion of any outstanding Option (to the nearest
possible full share), provided, however, that the limitations of Section 424 of
the Code shall apply with respect to adjustments made to ISOs; (ii) the number
of shares of Common Stock to be acquired pursuant to an Award; and (iii) the
number of shares of Common Stock for which Options and/or Awards may be granted
under this Plan, as set forth in Sections 4.1 and 4.5 hereof, and such
adjustments shall be effective and binding for all purposes of this Plan.
SECTION 9. Effect of the Plan on Employment Relationship.
Neither this Plan nor any Option and/or Award granted
hereunder to a Participant shall be construed as conferring upon such
Participant any right to continue in the employ of the Company or the service of
the Company or any Subsidiary, as the case may be, or limit in any respect the
right of the Company or any Subsidiary to terminate such Participant's
employment or other relationship with the Company or any Subsidiary, as the case
may be, at any time.
SECTION 10. Amendment of the Plan. The Board of Directors may
amend the Plan from time to time as it deems desirable; provided, however, that,
without the approval of the holders of a majority of the shares of Common Stock
present or represented and entitled to vote thereon at a meeting of
stockholders, the Board of Directors may not amend the Plan (i) to increase
(except for increases due to adjustments in accordance with Section 8 hereof)
the aggregate number of shares of Common Stock for which Options and/or Awards
may be granted hereunder, (ii) to decrease the minimum exercise price specified
by the Plan in respect of ISOs, or (iii) to change the class of Employees
eligible to receive ISOs under the Plan. Notwithstanding the foregoing, if
stockholder approval is required in order to comply with (a) Section 422 of the
Code in respect of ISOs, or (b) rules promulgated under Section 16(b) of the
Exchange Act, the Board of Directors may not amend the Plan without stockholder
approval.
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SECTION 11. Termination of the Plan. The Board of Directors
may terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.
SECTION 12. Effective Date of the Plan. This 1995 Amended and
Restated Stock Option and Restricted Stock Plan, and any amendments thereof
requiring stockholder approval, shall become effective as of the date on which
the Plan is approved by affirmative vote of the holders of a majority of the
shares of Common Stock present or represented and entitled to vote at a meeting
of stockholders of the Company at which the approval of the Plan (or of any such
amendment) is considered.