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EXHIBIT 10.53
SECOND AMENDMENT TO
1993 INCENTIVE PERFORMANCE PLAN
WHEREAS, Falcon Holding Group, L.P., a Delaware limited partnership
("FHGLP"), has, as of December 30, 1993, adopted the 1993 Incentive Performance
Plan of Falcon Holding Group, Inc. dated as of April 1, 1993 (the "Plan") and
has assumed all obligations of Falcon Holding Group, Inc. with respect to the
Participants under said Plan; and
WHEREAS, the Plan was amended by that certain First Amendment to the
1993 Incentive Performance Plan dated as of December 31, 1993; and
WHEREAS, the Third Amended and Restated Agreement of Limited Partnership
of Falcon Holding Group, L.P. was entered into by the Partners of FHGLP as of
December 28, 1995 to reflect the merger of the Falcon First group of companies
into FHGLP; and
WHEREAS, pursuant to such Third Amended and Restated Agreement of
Limited Partnership the FHGLP partnership units subject to the Incentive
Performance Plan were converted into new partnership units of FHGLP; and
WHEREAS, each existing FHGLP partnership unit under the Plan was
converted into .97568 of a new partnership unit and each existing FHGLP Class A
unit subject to the Plan was converted into .93059 of a new Class A unit; and
WHEREAS, pursuant to Section 3.01 (d) of the Plan, the Plan is to be
amended by the Board to take into account any such merger and modification of
the units subject to the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 3.01 of the Plan is hereby amended and restated in its
entirety to read as follows:
"3.01 Definition of Performance Shares.
(a) FHGLP Performance Shares. FHG holds eleven
thousand fifty-two and thirty-eight hundredths (11,052.38) units representing
general and limited partnership interests in FHGLP (the 'FHGLP Units') which
entitles FHG to receive certain distributions from FHGLP. FHG also holds a one
percent (1%) general partnership interest in each of the Investor Group
Partnerships (collectively, the 'Investor Group Units'). FHG hereby allocates
Distributions with respect to three thousand eight hundred thirty-one and
seventy-one hundredths (3,831.71) of the FHGLP Units and Distributions with
respect to eighty-one and six-tenths percent (81.6%) of the Investor Group Units
(collectively, the 'Designated Units') to provide Benefits under this Plan. A
Participant shall be entitled to receive Benefits with respect to the Designated
Units in an amount equal to such Participant's 'Vested FHGLP Performance Share
Percentage' times the amount of Distributions received by FHG with respect to
its interest in the Designated Units. A Participant's 'Vested
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FHGLP Performance Share Percentage' shall be a ratio (expressed as a
percentage) where the numerator is the number of such Participant's FHGLP
Performance Shares multiplied by such Participant's then Applicable Vesting
Percentage and where the denominator is the aggregate number of FHGLP
Performance Shares then allocated to all Participants under this Plan. Any
amounts received by FHG as management fees or other fees and reimbursements
shall not be considered to have been received with respect to the Designated
Units and shall not be included in determining Distributions. The Board may
grant full or partial FHGLP Performance Shares up to an aggregate of fourteen
thousand nine hundred thirty-five (14,935) FHGLP Performance Shares under this
Plan. The granting of the FHGLP Performance Shares under this Plan shall not
entitle a Participant to any rights as a partner in FHGLP, including without
limitation, voting, allocation of income, gain, or loss, distributions, or any
other rights of a partner or assignee. An FHGLP Performance Share only
represents a contingent right to certain amounts measured by the amount of any
Distributions FHG receives with respect to the Designated Units, and confers no
other rights whatsoever.
An example of the allocation of Distributions under the
Plan is as follows: If FHG received an aggregate distribution of $10,000,000
with respect to the FHGLP Units, 34.669% (3,831.71 Designated Units/11,052.38
Total FHGLP Units) of such amount (i.e., $3,466,970) would be treated as a
Distribution under the Plan. If a Participant has 100 FHGLP Performance Shares
and is 100% vested, then such Participant would be entitled to $23,213.72 with
respect to such Distribution (100/14,935 X $3,466,970)."
2. Section 3.01(c) of the Incentive Plan is hereby amended and
restated in its entirety to read as follows:
"(c) FHGLP Class A Performance Shares. In addition to
the FHGLP Units held by FHG, FHG also holds two hundred ninety-one and
forty-seven hundredths (291.47) of Class A Units of FHGLP (the 'Class A Units').
These Class A Units entitle FHG to distributions from FHGLP after the holders of
the FHGLP Units have received a specified amount of distributions from FHGLP.
FHG hereby allocates Distributions with respect to two hundred thirty-seven and
ninety-eight hundredths (237.98) of the Class A Units to provide Benefits under
this Plan (the 'Designated Class A Units'). A Participant shall be entitled to
receive Benefits with respect to the Designated Class A Units in an amount equal
to such Participant's 'Vested FHGLP Class A Performance Share Percentages' times
the amount of the Distributions received by FHG with respect to the Designated
Class A Units. A Participant's 'Vested FHGLP Class A Performance Share
Percentage' shall be a ratio (expressed as a percentage) where the numerator is
the number of such Participant's FHGLP Class A Performance Shares multiplied by
such Participant's then Applicable Vesting Percentage and where the denominator
is the aggregate number of FHGLP Class A Performance Shares then allocated to
all Participants. Any amounts received by FHG as management fees or other fees
and reimbursements shall not be considered to have been received with respect to
the Designated Class A Shares and shall not be included in determining
Distributions. The Board may grant full or partial FHGLP Class A Performance
Shares up to an aggregate of two hundred thirty-seven and ninety-eight
hundredths (237.98). The granting of the FHGLP Class A Performance Shares under
this Plan shall not entitle a Participant to any rights as a partner in FHGLP,
including without limitation, voting,
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allocations of income, gain or loss, distributions, or any other rights of a
Partner or assignee. An FHGLP Class A Performance Share only represents a
contingent right to receive certain amounts measured by the amount of any
Distributions FHG receives with respect to the Designated Class A Units and
confers no other rights whatsoever.
FHGLP Class A Performance Shares have been granted to
certain Participants as set forth on each such Participant's Account Schedule."
3. Section 4.01A. is hereby amended and restated in its entirety to
read as follows:
"4.01 A. Distributions Upon Termination of Plan. On
January 5, 1998, FHGLP shall distribute to all Participants in the Plan 3,831.71
of FHGLP Units and it shall distribute 81.6% of all the Investor Group Units,
all as defined in Section 3.01(a) as the Designated Units. Each Participant
shall receive such portion of the Designated Units, calculated in accordance
with the provisions of Section 3.01 (a). On January 5, 1998, FHGLP shall also
distribute to all Participants 237.98 of the Class A Units of FHGLP. Each
Participant shall receive such portion of the Class A Units as calculated in
accordance with the provisions of Section 3.01 (c). Upon such distribution of
such Units by FHGLP, this Plan shall be terminated."
4. Except as amended hereby, all other provisions of the Incentive
Plan, as previously amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of January 1, 1996.
FALCON HOLDING GROUP, L.P.,
a Delaware limited partnership
By: Falcon Holding Group, Inc.,
a California corporation,
its general partner
By /s/ Michael K. Menerey
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Title Chief Financial Officer
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January 1, 1996
MASTER PARTICIPANT'S SCHEDULE
Converted Additional Total FHGLP
FHGLP FHGLP FHGLP Class A
Performance Performance Performance Performance
Participant Shares Shares Shares Shares
- ----------- ----------- ----------- ----------- -----------
Marc Nathanson -0- 4,496.000 4,496.000 -0-
Frank Intiso -0- 1,195.000 1,195.000 -0-
Stan Itskowitch -0- 1,051.000 1,051.000 -0-
Mike Menerey 498.000 727.000 1,225.000 -0-
David Tomick 151.000 280.000 431.000 14.73
Joe Johnson 198.000 262.000 460.000 15.71
Tom Hatchell 159.000 301.000 460.000 15.71
Howard Gan 143.000 282.000 425.000 14.51
Ray Tyndall 81.000 319.000 400.000 13.66
Skip Harris -0- 360.000 360.000 12.30
Joan Scully 225.000 100.000 325.000 11.10
Ovie Cowles -0- 235.000 235.000 8.02
Bernie Zaia 53.000 207.000 260.000 8.88
Jim Ashjian 94.000 148.000 242.000 8.26
Simon Furie -0- 170.000 170.000 5.81
Anne Burlas 13.000 22.000 35.000 1.20
Bob Smith -0- 215.000 215.000 7.34
Mike Kemp 4.000 201.000 205.000 7.00
Vic Wible -0- 185.000 185.000 6.32
Mike Singpiel -0- 185.000 185.000 6.32
Ron Hall -0- 185.000 185.000 6.32
Shery Brennan 0.168 79.832 80.000 2.73
Abel Crespo 45.000 55.000 100.000 3.41
Gloria Norris 45.000 55.000 100.000 3.41
Carol Plessel 0.168 59.832 60.000 2.05
Les Cooke -0- 60.000 60.000 2.05
Senait Yilma -0- 60.000 60.000 2.05
John Patke -0- 60.000 60.000 2.05
Marty Schwartz -0- 60.000 60.000 2.05
Terry Laskoy -0- 60.000 60.000 2.05
Frank Engle -0- 60.000 60.000 2.05
Clive Fleissig -0- 125.000 125.000 4.27
Lori Spagna -0- 50.000 50.000 1.71
Linda Leszczynski-Passaris 0- 50.000 50.000 1.71
Gilbert Gomez -0- 40.000 40.000 1.36
Nick Nocchi -0- 185.000 185.000 6.32
Carrie Pierce -0- 65.000 65.000 2.22
Ann Curnutt -0- 40.000 40.000 1.36
Jon Lunsford -0- 150.000 150.000 -0-
Angela von Ruden -0- 40.000 40.000 -0-
Lynn Buening -0- 150.000 150.000 -0-
Perry Daniel -0- 80.000 80.000 -0-
Rich Olson -0- 65.000 65.000 -0-
---------------- ------------------ ------------------ -----------------
Subtotal 1,709.336 12,775.664 14,485.000 206.04
Reserved:
Unallocated -0- 450.000 450.000 31.94
---------------- ------------------ ------------------ -----------------
Subtotal 0.000 450.000 450.000 31.94
GRAND TOTAL 1,709.336 13,225.664 14,935.000 237.98
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