1
EXHIBIT 10.54
THIRD 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 the that
certain Second Amendment to the 1993 Incentive Performance Plan dated as of
January 1, 1996; and
WHEREAS, certain partners of FHGLP made additional capital contributions
to FHGLP which reduced the number of units held by Falcon Holding Group, Inc.;
and
WHEREAS, each existing FHGLP partnership unit held by Falcon Holding
Group, Inc. under the Plan was, in effect, converted into .986502 of a new
partnership 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 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 ten thousand
nine hundred three and twenty hundredths (10,903.20) 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 seven hundred eighty and fourteen hundredths
(3,780.14) 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 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
2
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, 34.67% (3,780.14 Designated Units/10,903.20
Total FHGLP Units) of such amount (i.e., $3,467,000) 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 $23,213.92 with
respect to such Distribution (100/14,935 X $3,467,000)."
2. 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 3,780.14 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."
3. 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 July 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
-------------------------------
Title Chief Financial Officer