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EXHIBIT 10.42
TURNER BROADCASTING SYSTEM, INC.
RESOLUTIONS TO BE ADOPTED BY STOCK OPTION AND
COMPENSATION COMMITTEE RELATIVE TO
1988 STOCK OPTION PLAN
WHEREAS, the Turner Broadcasting System, Inc. 1988 Stock Option Plan
(the "Stock Option Plan) does not currently permit a participant in the Stock
Option Plan during his or her lifetime to designate in writing a beneficiary to
receive the participant's options upon the death of the participant; and
WHEREAS, the Stock Option and Compensation Committee of the Board of
Directors (the "Committee") desires to provide such an alternative to
participants as a means of avoiding the delays and expense of probate and
permitting greater estate planning flexibility; and
NOW, THEREFORE, BE IT RESOLVED, That the following resolutions be and
hereby are adopted (capitalized terms not otherwise defined herein to have the
meanings ascribed thereto in the Stock Option Plan):
RESOLVED, That in order to permit participants in the Stock Option
Plan to designate in writing during their lifetime beneficiaries to receive the
participant's options in the event of a participant's death prior to exercise
of such options, the Stock Option Plan be and hereby is amended in the
following respects:
(a) Section 10(a) of the Stock Option Plan be and hereby is amended to
read in its entirety as follows (new material indicated in italics):
Death. In the event an Optionee dies (i) while in the employ of the
Company or a Subsidiary or (ii) within three (3) months of the
termination of such employment (other than termination for cause or
voluntary termination without the consent of the Company or the
Subsidiary, as the case may be), his Option may be exercised, solely
to the extent that the Optionee was entitled to exercise the Option at
the date of his death or, if earlier, the date of his termination, by
his beneficiary as designed in writing by the Optionee pursuant to
Section 15 of the Plan, or, if no such designation has been made, by
the person or persons to whom Optionee's rights under the Option shall
pass by will or the laws of descent and distribution, at any time or
from time to
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time within one (1) year after the date of Optionee's death or prior to
the expiration of the period for which the Option was granted,
whichever is the shorter period.
(b) Section 15 of the Stock Option Plan be and hereby is amended to
read in its entirety as follows (new material indicated in italics):
No Option granted under the Plan shall be transferable by an Optionee
otherwise than by will or by the laws of descent and distribution, and
an Option may be exercised, during the lifetime of the Optionee, only
by the Optionee. An Optionee may during his or her lifetime designate
in writing a beneficiary to receive his or her Option in the event of
Optionee's death prior to exercise of the Option.
RESOLVED FURTHER, That the form of Notice of Designation of
Beneficiary (the "Notice") attached hereto as Exhibit A be and hereby is
approved; and that the Plan Administrator of the Corporation be and hereby is
authorized to distribute a copy of such Notice to existing and future
participants in the Stock Option Plan, and to act in accordance with the
instructions set forth therein;
RESOLVED FURTHER, That the proper officers of the Corporation be, and
each of them hereby is, authorized and directed to take such further actions as
they deem necessary or desirable in order to effectuate the purposes and intent
of the foregoing resolutions.
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EXHIBIT A
TURNER BROADCASTING SYSTEM, INC.
1988 STOCK OPTION PLAN
NOTICE OF DESIGNATION OF BENEFICIARY
TO THE PLAN ADMINISTRATOR OF THE 1988 STOCK OPTION PLAN OF TURNER BROADCASTING
SYSTEM, INC.
Pursuant to Section 15 of the Turner Broadcasting System, Inc. 1988
Stock Option Plan (the "Plan"), you are hereby notified that in the event of my
death, the following person shall have the right to exercise the options
granted to me pursuant to the Plan. Any such exercise shall be in accordance
with and subject to the provisions of the Plan and the Stock Option Agreement
relative to the grant of said options.
Primary Beneficiary Relationship Address
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In the event said beneficiary does not survive me, the following
person shall have the above-described right to exercise such options.
Contingent Beneficiary Relationship Address
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If no designated beneficiary survives, options issued to me pursuant
to the Plan shall be exercisable in accordance with the provisions of the Plan.
I hereby reserve the right to revoke or change this designation at any
time. All previous designations are hereby revoked.
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Signature of Participant
Date:
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Print or Type Name of Participant
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Address
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Social Security Number
Accepted this day of , 19 .
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By:
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Plan Administrator
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