Exhibit 10.50
2001 STOCK OPTION PLAN
OF
MONITRONICS INTERNATIONAL, INC.
1. Purpose. This plan (the "Plan") adopted effective as of April 27, 2OOl,
--
is designed to encourage key employees and consultants of MONITRONICS
INTERNATIONAL, INC. (the "Company"), as well as key employees and consultants
of any after-acquired subsidiary corporation, to acquire a proprietary interest
in the Company and thus share in the future success of the Company's
business. This Plan is intended as a means, not only of attracting and retaining
outstanding management personnel and consultants who are in a position to make
important and direct contributions to the success of the Company, but also of
promoting a closer identity of interests between the Company's employees and its
shareholders.
2. Stock Options. Options granted under this Plan shall be Nonstatutory
Stock Options ("Options") under the Internal Revenue Code of 1986, as amended
(the "Code").
3. Scope and Duration of the Plan. There will be reserved for sale upon the
exercise of Options granted under this Plan Two Hundred Fifty Thousand (250,000)
shares of the Company's authorized but unissued voting common stock. If an
Option expires or terminates for any reason without having been fully exercised,
the unpurchased shares will be available for other Options under the Plan.
Unless this Plan is terminated earlier pursuant to Section 15 hereof, it shall
terminate ten (10) years from its effective date and no Option shall be granted
after that date: provided, however, that termination of this Plan will have no
effect on the Options previously granted.
4. Administration. The Plan shall be administered by the Board of Directors
of the Company. Directors shall be eligible for the grant of Options hereunder.
The Board of Directors has the responsibility to adopt such rules and
regulations as it deems necessary or desirable for the proper administration of
this Plan. Any decision or action taken or to be taken by the Board of
Directors, arising out of or in connection with the construction,
interpretation, and administration of this Plan shall, to the extent permitted
by law, be within its absolute discretion, but subject to the express provisions
of this Plan. Decisions of the Board of Directors shall be conclusive and
binding upon all recipients of Options and any person claiming under or through
any recipient of an Option.
5. Eligible Employees. Options may be granted to directors and key
employees of the Company and future subsidiary corporations who otherwise comply
with the requirements of this Plan, The Board of Directors has the authority,
subject to the terms of this Plan, to determine key employees to whom Options
shall be granted, the number of shares to be covered by each Option, form of
payment, the time or times at which Options shall be granted, and the terms and
provisions of the instruments evidencing Options. The term "key employee" shall
include officers, executives and supervisory personnel of the Company. In
determining the key employees and consultants to whom Options shall be granted
and the number of shares to be issued on the exercise of an Option, the
Committee shall take into account the duties of the key employees and
consultants, their present
-1-
and potential contributions to the success of the Company and its subsidiary
corporations, and such other factors as the Committee deems relevant to
accomplish the purpose of this Plan.
6. Exercise Price. Subject to the provisions of Section 5 above, the price
of the shares of common stock to be issued on exercise of Options shall be not
less than the fair market value of such shares on the date an Option is granted,
as determined by the Board of Directors in the exercise of its sole and
exclusive judgment, which shall be binding upon all parties. If the Company's
common stock shall become listed on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the fair market value shall be
deemed to be the closing sales price of the Company's common stock on NASDAQ on
the date the Option is granted, or if no sale of the Company's common stock
shall have been made on that date, on the next preceding day on which there
was a sale of such stock. If the Company's common stock shall become listed on
an established stock exchange, the fair market value shall be deemed to be the
closing sales price of the stock on such exchange on the date the Option is
granted, or if no sale of the Company's stock shall have been made on such day,
then on the next preceding day on which there was a sale of such stock. Subject
to the foregoing, the Board of Directors, in fixing the Option price, shall have
full authority and discretion and their good faith judgment in establishing fair
market value and in establishing the purchase price shall be conclusive.
7. Term of Options. The term of each Option shall be determined by the
Board of Directors, but shall not be for more than ten (10) years from the date
the Option is granted.
8. Exercise of Options. An Option may vest and be exercised on such terms
and conditions as the Board of Directors shall determine, subject to the
requirements of this Plan. Unless otherwise determined by the Board of Director,
the price of the shares purchased pursuant to an Option shall be paid in full at
the time of exercise in cash or in such other consideration as the Board of
Directors deems appropriate, including, without limitation, shares of common
stock of the Company valued at fair market value (in the manner prescribed in
Section 6 above) as of the date of exercise of the Option. No Option may be
exercised during the optionee's lifetime unless the optionee is then an employee
or consultant of the Company or a subsidiary corporation; provided that, in the
event the optionee's employment terminates for reasons other than death or
disability, the Option may be exercised during the three (3) month period
following the termination of employment. Thereafter, the Option shall terminate
and be at an end. In the case of disability or death, the Board of Directors may
extend the Option for up to one (1) year. Notwithstanding the foregoing. Options
granted to Directors may be exercisable for a period of up to seven (7) years
following the date such Director ceases to be a Director of the Company.
Whether an authorized leave of absence, disability, or temporary absence
from employment for any other reason constitutes termination of employment for
the purposes of this Plan shall be determined by the Board of Directors.
9. Additional Restrictions Upon Exercise of Options. Options may be
exercisable either in whole or in part. No less than one hundred (100) shares
common stock may be purchased at any one time unless the number purchased is the
total number of shares at that time purchasable under the Option. The Board of
Directors may impose such other restrictions upon the exercise of
-2-
the Option or the transfer shares of common stock acquired upon the exercise
of the Option as the Committee deems necessary to comply with federal and state
securities law.
10. Nontransferability of Options. During the lifetime of the optionee,
the Option shall be exercised only by the optionee. An Option granted under this
Plan is not transferable by the optionee by operation of law or otherwise,
except that in the event of death of the optionee while in the employ of the
Company or a subsidiary, an Option granted hereunder may be exercised (subject
to the time restrictions set forth in Section 7 hereof) at any time within one
(1) year after death, by the duly appointed personal representative of the
optionee, or by any person or persons who shall acquire such Option directly
from the optionee by bequest or inheritance.
11. Adjustments for Changes in Capitalization. Notwithstanding any other
provision of this Plan, each instrument evidencing an Option may contain such
provision as the Board of Directors determines to be appropriate, if any, for
the adjustment of the number and class of shares of common stock covered by the
Option, the Option price, and the number of shares of common stock as to which
the Option shall be exercisable at any time, in the event of changes in the
outstanding shares of common stock of the Company by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, reorganizations, or
liquidations. In the event of any such change in the outstanding shares of
common stock of the Company, the aggregate number of shares available under
this Plan shall be appropriately adjusted.
12. Events Accelerating Exercise of Options. If the shares of common stock
of the Company are changed into or exchanged for shares of stock of another
unrelated corporation or are converted to cash pursuant to a plan of merger,
partial or complete liquidation or dissolution, each Option then outstanding (to
the extent this Plan is not continued, as adjusted in the manner specified in
Section 11 by the successor entity) shall be exercisable, with respect to all
the shares of common stock covered thereby and without regard to the time the
Option has been outstanding, beginning with the date the Board of Directors
approves or authorizes such change or conversion, and ending two (2) days prior
to the effective date of such change or conversion.
13. Loans to Holders of Options. The Company may, in the sole discretion of
the Board of Directors, directly or indirectly, lend money or credit to any
employee for the purpose of assisting an optionee in purchasing shares of
common stock to be issued upon the exercise of an Option granted under this
Plan.
14. Employment Rights; Noncompetition Covenants. Nothing in this Plan or
any instrument evidencing an Option shall confer upon any employee any right to
continue in the employment of the Company or a subsidiary corporation, nor be
construed to interfere in any way with the right otherwise available to the
Company or a subsidiary corporation to terminate the employee's employment at
any time for any reason. The Board of Directors may condition each grant of an
Option upon the recipient's agreement to execute and be bound by a
noncompetition covenant following termination of such recipient's employment by
the Company voluntarily by such recipient, or by the Company with or without
cause, as the Board of Directors may determine in each individual instance.
-3-
15. Amendment/Termination. The Board of Directors may amend or terminate
this Plan from time to time in such respects as it may deem advisable; provided
that the following revisions or amendments shall require approval at a duly held
shareholders' meeting of the holders of a majority of the voting power of the
outstanding shares of the Company entitled to vote;
(1) Any increase in the number of shares subject to the Plan, other
than in connection with an adjustment under Section 12;
(2) Any change in the designation of the class of employees or
consultants eligible to be granted Options; or
(3) Any material increase in the benefits accruing to participants in
this Plan.
16. Rights as a Shareholder. An optionee, or permitted transferee of an
Option upon the death of an optionee, shall have no rights as a stockholder
with respect to any shares of common stock covered by an Option until the date
of the issuance of a stock certificate to and for such shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities, or other property) or distributions or other rights for which the
record date is prior to the date such stock certificate is issued, except as
provided in Section 12 above.
17. Investment Purpose. Common stock acquired upon the exercise of an
Option granted under this Plan may only be resold in the event such stock is
registered under the Securities Act of 1933, as amended, or if, in the opinion
of responsible counsel for the Company, such stock can be resold without such
registration. Unless a registration statement with respect to such stock
covering the holder of such Option is then in effect, each certificate issued
pursuant to the exercise of such Option shall contain a legend to this effect.
18. Other Provisions. The Option Agreements authorized under this Plan may
contain such other provisions, including without limitation, restrictions upon
the exercise of Options, as the Board of Directors shall deem advisable.
19. Indemnification of Board. In addition to such other rights of
indemnification as they may have as Directors, the Board of Directors shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with this Plan or any Option granted hereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by the Company), or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit, or proceeding that such Director is
liable for negligence or misconduct in the performance of his duties; provided
that within sixty (60) days after the Institution of any such action, suit or
proceeding, the Director shall, in writing, offer the Company the opportunity,
at its own expense, to defend the same.
-4-
This Plan is executed effective as of April 27, 2001.
--
MONITRONICS INTERNATIONAL,
INC.
By: /s/ James R. Hull
--------------------------------
James R. Hull, President and
Chief Executive Officer
-5-