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EXHIBIT 10.14
SPELLING ENTERTAINMENT GROUP INC.
1994 STOCK OPTION PLAN
1. STATEMENT OF PURPOSE. The purpose of this Stock Option Plan
(the "Plan") is to benefit Spelling Entertainment Group Inc., a Florida
corporation (the "Company"), and its subsidiaries through the maintenance and
development of their respective businesses by offering certain present and
future key individuals and employee members of the Board of Directors of the
Company (individually an "Employee Director" and collectively "Employee
Directors") a favorable opportunity to become holders of stock in the Company
over a period of years, thereby giving them a permanent stake in the growth and
prosperity of the Company and encouraging the continuance of their involvement
with the Company or its subsidiaries.
2. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee (the "Committee"), consisting of two or more
non-employee directors of the Company appointed by the Board of Directors,
whose interpretation of the terms and provisions of the Plan shall be final and
conclusive. The selection of officers and Employee Directors for participation
in the Plan and all decisions concerning the timing, pricing and amount of any
grant or award under the Plan shall be made solely by the Committee.
3. ELIGIBILITY. Options shall be granted only to key employees
of the Company and its subsidiaries (including officers of the Company and its
subsidiaries and Employee Directors but excluding non-employee directors of the
Company) selected initially and from time to time by the Committee on the basis
of their importance to the business of the Company or its subsidiaries.
4. GRANTING OF OPTIONS. The Committee may grant options under
which a total of not in excess of 4,500,000 shares of the $.10 par value common
stock of the Company ("Common Stock") may be purchased from the Company,
subject to adjustment as provided in Section 11; provided that the Committee
may not grant to any individual options to purchase more than 1,215,000 shares
of Common Stock or more than 27% of the total number of options to purchase
shares of Common Stock granted under the Plan. Options granted under the Plan
are intended not to be treated as incentive stock options as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an option expires or is terminated or cancelled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a cancelled option); provided that none
of such options may be granted to any of the top employees of the Company (as
determined pursuant to the Code). Shares subject to options may be made
available from unissued or reacquired shares of Common Stock.
Nothing contained in the Plan or in any option granted pursuant
thereto shall confer upon any optionee any right to be continued in the
employment of the Company or any subsidiary of the Company, or interfere in any
way with the right of the Company or its subsidiaries to terminate his
employment at any time.
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5. OPTION PRICE. The option price shall be determined by the
Committee and, subject to the provisions of Section 11 hereof, shall be not
less than the fair market value, at the time the option is granted, of the
shares of Common Stock subject to the option.
6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to
the provisions of Section 9 hereof, each option shall be for such term of not
less than five years nor more than ten years, as shall be determined by the
Committee. Each option shall become exercisable with respect to 25% of the
total number of shares subject to the option twelve months after the date of
its grant and with respect to each additional 25% at the end of each
twelve-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Committee may in its discretion (i)
specifically provide for another time or times of exercise; (ii) accelerate the
exercisability of any option subject to such terms and conditions as the
Committee deems necessary and appropriate; or (iii) at any time prior to the
expiration or termination of any option previously granted, extend the term of
any option (including such options held by officers or Employee Directors) for
such additional period as the Committee in its discretion shall determine. In
no event, however, shall the aggregate option period with respect to any
option, including the original term of the option and any extensions thereof,
exceed ten years. Subject to the foregoing, all or any part of the shares to
which the right to purchase has accrued may be purchased at the time of such
accrual or at any time or times thereafter during the option period.
7. RIGHT OF COMPANY TO REPURCHASE. Notwithstanding any other
provision in the Plan to the contrary, in the event the employment of the
optionee (or former optionee) with the Company or any of its subsidiaries is
terminated for any reason other than death, permanent disability or retirement,
the Company shall have the right to purchase from the optionee, at the option
price paid by him, any shares acquired upon the exercise of an option granted
to any employee or Employee Director hereunder which the optionee could not
have acquired if such option had become exercisable with respect to 25% of the
total number of shares subject to the option twelve months after the date of
its grant and with respect to an additional 25% at the end of each twelve-month
period thereafter during the succeeding three years. If not sooner exercised,
the Company's right to repurchase shall expire with respect to 25% of the total
number of shares subject to the option twelve months after the date of its
grant and with respect to an additional 25% at the end of each of the next
three twelve-month periods thereafter.
8. EXERCISE OF OPTION. As a condition to the exercise of any
option, the "Quoted Price" (as defined below) per share of Common Stock on the
date of exercise must equal or exceed the option price referred to in Section 5
hereof. An option may be exercised by giving written notice to the Company,
attention of the Secretary, specifying the number of shares to be purchased,
accompanied by the full purchase price for the shares to be purchased either in
cash, by check, by a promissory note in a form specified by the Company and
payable to the Company no later than 15 business days after the date of
exercise of the option or, if so approved by the Committee, by shares of the
Common Stock of the Company or by a
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combination of these methods of payment. The "Quoted Price" and the per share
value of Common Stock for purposes of paying the option price in accordance
with the immediately preceding sentence shall equal the closing selling price
per share of Common Stock on the date in question on the stock exchange upon
which the Company's Common Stock is listed (the "Exchange"). The right to pay
the purchase price of shares by delivery of a promissory note shall not be
available to any optionee who is a person described in Section 16(a) of the
Securities Exchange Act of 1934 (the "1934 Act").
At any time of any exercise of any option, the Company may, if it
shall determine it necessary or desirable for any reason, require the optionee
(or his heirs, legatees, or legal representative, as the case may be) as a
condition upon the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for investment and
not for distribution. In the event such representation is required to be
delivered, an appropriate legend may be placed upon each certificate delivered
to the optionee upon his exercise of part or all of the option and a stop
transfer order may be placed with the transfer agent. Each option shall also
be subject to the requirement that, if at any time the Company determines, in
its discretion, that the listing, registration or qualification of the shares
subject to the option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of or in connection with, the issue or
purchase of shares thereunder, the option may not be exercised in whole or in
part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company.
At the time of the exercise of any option the Committee may require,
as a condition of the exercise of such option, the optionee to (x) pay the
Company an amount equal to the amount of tax the Company may be required to
withhold to obtain a deduction for federal income tax purposes as a result of
the exercise of such option by the optionee or (y) make such other arrangements
with the Company which would enable the Company to pay such withholding tax,
including, without limitation, holding back a number of shares issuable upon
exercise of the option equal to the amount of such withholding tax, or
permitting the optionee to deliver a promissory note in a form specified by the
Committee, or (z) a combination of the foregoing.
9. TERMINATION OF RELATIONSHIP-EXERCISE THEREAFTER. In the event
the relationship between the Company and an officer or employee or Employee
Director who is an optionee is terminated for any reason other than death,
permanent disability or retirement such optionee's option shall expire and all
rights to purchase shares pursuant thereto shall terminate immediately. The
Committee may, in its sole discretion, permit any option to remain exercisable
for such period after such termination as the Committee may prescribe, but in
no event after the expiration date of the option. Temporary absence from
employment because of illness, vacation, approved leaves of absence, and
transfers of employment among the Company and its subsidiaries, shall not be
considered to terminate employment or to interrupt continuous employment.
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In the event of termination of said relationship because of death,
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended), or retirement the option may be
exercised in full, without regard to any installments established under Section
6 hereof, by the optionee or, if he is not living, by his heirs, legatees or
legal representative (as the case may be) during its specified term prior to
three years after the date of death, permanent disability or retirement, or
such longer period as the Committee may prescribe, but in no event after the
expiration date of the option.
10. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of the
optionee, options shall be exercisable only by the optionee, and options shall
not be assignable or transferable by the optionee otherwise than by will or by
the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Code, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
11. ADJUSTMENT. The number of shares subject to the Plan and to
options granted under the Plan shall be adjusted as follows: (a) in the event
that the outstanding shares of Common Stock of the Company is changed by any
stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to options granted hereunder shall be proportionately
adjusted; (b) in the event of any merger, consolidation or reorganization of
the Company with any other corporation or corporations, there shall be
substituted, on an equitable basis as determined by the Committee, for each
share of Common Stock then subject to the Plan, whether or not at the time
subject to outstanding options, the number and kind of shares of stock or other
securities to which the holders of shares of Common Stock of the Company will
be entitled pursuant to the transaction; and (c) in the event of any other
relevant change in the capitalization of the Company, the Committee shall
provide for an equitable adjustment in the number of shares of Common Stock
then subject to the Plan, whether or not then subject to outstanding options.
In the event of any such adjustment the purchase price per share shall be
proportionately adjusted.
12. NO IMPAIRMENT OF RIGHTS. Nothing contained in the Plan or any
option granted pursuant to the Plan shall confer upon any optionee any right to
be continued in the employment of the Company or any subsidiary of the Company
or interfere in any way with the right of the Company or its subsidiaries to
terminate such employment and/or to remove any optionee who is an Employee
Director from service on the Board of Directors of the Company at any time in
accordance with the provisions of applicable law.
13. AMENDMENT OF PLAN. The Board of Directors of the Company may
amend or discontinue the Plan at any time. However, no such amendments or
discontinuance shall be made without the requisite stockholder approval of the
stockholders of the Company if stockholder approval is required as a condition
to the Plan continuing to comply with the provisions of Rule 16b-3 or Section
162(m) of the Code.
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14. GOVERNANCE BY RULE 16B-3. The Plan is intended to and shall
be governed by Rule 16b-3 promulgated under the 1934 Act.
15. EFFECTIVE DATE. On February 15, 1994 this Plan was adopted
and authorized by the Board of Directors of the Company for submission to the
stockholders of the Company. If this Plan is approved by the affirmative vote
of the holders of a majority of the outstanding shares of Common Stock voting
in person or by proxy at a duly held stockholders' meeting, this Plan shall be
deemed to have become effective on February 15, 1994. With respect to any
options granted on or after such effective date and prior to stockholder
approval, if this Plan is not approved by stockholders all such options shall
be cancelled and void.
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