{"id":38201,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1993-directors-stock-option-plan-macromedia-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-directors-stock-option-plan-macromedia-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-directors-stock-option-plan-macromedia-inc.html","title":{"rendered":"1993 Directors Stock Option Plan &#8211; Macromedia Inc."},"content":{"rendered":"<pre>                                MACROMEDIA, INC.\n\n                        1993 DIRECTORS STOCK OPTION PLAN\n\n                           As Adopted October 15, 1993\n                        and Amended Through June 5, 2001\n\n        1. PURPOSE. This Stock Option Plan (this \"Plan\") is established to\nprovide equity incentives for nonemployee members of the Board of Directors of\nMacromedia, Inc. (the \"Company\") who are described in Section 6.1 below, by\ngranting such persons options (\"Options\") to purchase shares of stock of the\nCompany.\n\n        2. ADOPTION AND STOCKHOLDER APPROVAL. This Plan was adopted by the Board\nand approved by the stockholders of the Company on October 15, 1993. This Plan\nshall be amended effective on the date that such amendment is adopted by the\nBoard of Directors (the \"Board\") of the Company. After adoption of any such\namendment by the Board, Options may be granted under this Plan pursuant to such\namendment. No Option that is issued as a result of any increase in the number of\nshares authorized to be issued under this Plan shall be exercised prior to the\ntime such increase has been approved by the stockholders of the Company and all\nsuch Options granted pursuant to such increase shall terminate if such\nstockholder approval is not obtained.\n\n        3. TYPES OF OPTIONS AND SHARES. Options granted under this Plan shall be\nnonqualified stock options (\"NQSOs\"). The shares of stock that may be purchased\nupon exercise of Options granted under this Plan (the \"Shares\") are shares of\nthe Common Stock of the Company.\n\n        4. NUMBER OF SHARES. The maximum number of Shares that may be issued\npursuant to Options granted under this Plan is 890,000 Shares, subject to\nadjustment as provided in this Plan. If any Option is terminated for any reason\nwithout being exercised in whole or in part, the Shares thereby released from\nsuch Option shall be available for purchase under other Options subsequently\ngranted under this Plan. At all times during the term of this Plan, the Company\nshall reserve and keep available such number of Shares as shall be required to\nsatisfy the requirements of outstanding Options under this Plan.\n\n        5. ADMINISTRATION. This Plan shall be administered by the Board or by a\ncommittee of not less than two members of the Board appointed to administer this\nPlan (the \"Committee\"). As used in this Plan, references to the Committee shall\nmean either such Committee or the Board if no committee has been established.\nThe interpretation by the Committee of any of the provisions of this Plan or any\nOption granted under this Plan shall be final and binding upon the Company and\nall persons having an interest in any Option or any Shares purchased pursuant to\nan Option.\n\n        6. ELIGIBILITY AND AWARD FORMULA.\n\n            6.1 Eligibility. Options may be granted only to directors of the\nCompany who are not employees of the Company or any Parent, Subsidiary or\nAffiliate of the Company, as those terms are defined in Section 18 below (each\nan \"Optionee\").\n\n            6.2 Initial Grant. Each Optionee who becomes a member of the Board\nfor the first time after June 5, 2001 will automatically be granted an Option\nfor 60,000 Shares (the \"Initial Grant\") on the date such Optionee first joins\nthe Board.\n\n\n\n   2\n\n            6.3 Succeeding Grants. Each Optionee who is a member of the Board on\nor after June 5, 2001 will be granted an Option for 60,000 Shares, reduced by\nthe number of Shares subject to Options that remain unvested as of the date of\nsuch grant (a \"Succeeding Grant\"), immediately following the 2001 Annual Meeting\nof Stockholders. Such Succeeding Grant shall be in lieu of any other Succeeding\nGrant which the Optionee would otherwise be eligible to receive. Thereafter,\neach Optionee will be granted a Succeeding Grant immediately following the\nAnnual Meeting of Stockholders that occurs on or after the third anniversary of\nOptionee's last preceding Succeeding Grant, or in the absence of a Succeeding\nGrant, Optionee's Initial Grant.\n\n            6.4 Committee Grants. Each Optionee who serves as a member of either\nthe Audit Committee of the Board or the Compensation Committee of the Board will\nreceive an additional Option grant immediately following the Annual Meeting of\nStockholders as follows:\n\n                (a)     Audit Committee. If the Optionee is serving as a member\n                        of the Audit Committee of the Board, the Optionee will\n                        be granted an Option for 10,000 Shares (the \"Audit\n                        Committee Grant\"). If the Optionee is serving as the\n                        chairman of the Audit Committee, the Optionee will be\n                        granted an additional Option for 5,000 Shares (the\n                        \"Audit Committee Chairman Grant\").\n\n                (b)     Compensation Committee. If the Optionee is serving as a\n                        member of the Compensation Committee of the Board, the\n                        Optionee will be granted an Option for 7,500 Shares (the\n                        \"Compensation Committee Grant\"). If the Optionee is\n                        serving as the chairman of the Compensation Committee,\n                        the Optionee will be granted an additional Option for\n                        5,000 Shares (the \"Compensation Committee Chairman\n                        Grant\").\n\n            6.5 Maximum Shares; Modification of Award Formula. The maximum\nnumber of Shares that may be issued to any one director under this Plan is\n200,000. No grant will be made, however, if such grant will cause the number of\nShares issued or subject to outstanding Options under this Plan to exceed the\nnumber specified in Section 4 above. Notwithstanding the foregoing, in its sole\ndiscretion, the Board may increase or decrease the amount of an automatic grant\nunder Sections 6.2, 6.3 or 6.4 that may be made to any Optionee.\n\n        7. TERMS AND CONDITIONS OF OPTIONS. Subject to the following and to\nSection 6 above:\n\n            7.1 Form of Option Grant. Each Option granted under this Plan shall\nbe evidenced by a written Stock Option Grant (\"Grant\") in such form (which need\nnot be the same for each Optionee) as the Committee shall from time to time\napprove, which Grant shall comply with and be subject to the terms and\nconditions of this Plan. Except as provided in Section 7.4, Options shall have a\nterm of ten (10) years.\n\n            7.2 Vesting. The date an Option is granted is referred to in this\nPlan as the \"Start Date\" for such Option. Each Initial Grant shall vest as to\n16.67% of the Shares subject to it on the date six months after the date of such\ngrant and shall vest as to an additional 2.7778% of the Shares each calendar\nmonth thereafter, so long as the Optionee continuously remains a director of the\nCompany. Each Succeeding Grant shall vest as to 2.7778% of the Shares each\ncalendar month, so long as the Optionee continuously remains a director of the\nCompany. Each Audit Committee Grant and each Compensation Committee Grant will\nvest as to 8.33% of the Shares each calendar month, so long as the Optionee\ncontinuously remains a member of the respective Committee. Each Audit\n\n\n                                      C-2\n   3\n\nCommittee Chairman Grant and each Compensation Committee Chairman Grant will\nvest as to 8.33% of the Shares each calendar month, so long as the Optionee\ncontinuously remains chairman.\n\n            7.3 Exercise Price. The exercise price of an Option shall be the\nFair Market Value (as defined in Section 18.4) of the Shares, at the time that\nthe Option is granted.\n\n            7.4 Termination of Option. Except as provided below in this Section,\nthis Option shall terminate and may not be exercised if Optionee ceases to be a\nmember of the Board. The date on which Optionee ceases to be a member of the\nBoard shall be referred to as the \"Termination Date.\"\n\n               (a) Termination Generally. If Optionee ceases to be a member of\nthe Board for any reason except death or disability, this Option, to the extent\n(and only to the extent) that it would have been exercisable by a Holder on the\nTermination Date, may be exercised by a Holder within six (6) months after the\nTermination Date, but in no event later than the expiration date.\n\n               (b) Death or Disability. If Optionee ceases to be a member of the\nBoard because of the death of Optionee or the disability of Optionee within the\nmeaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended,\nthis Option, to the extent (and only to the extent) that it would have been\nexercisable by a Holder on the Termination Date, may be exercised by a Holder\nwithin twelve (12) months after the Termination Date, but in no event later than\nthe expiration date.\n\n        8. EXERCISE OF OPTIONS.\n\n            8.1 Notice. Options may be exercised only by delivery to the Company\nof an exercise agreement in a form approved by the Committee, stating the number\nof Shares being purchased, the restrictions imposed on the Shares and such\nrepresentations and agreements regarding the Holder's investment intent and\naccess to information as may be required by the Company to comply with\napplicable securities laws, together with payment in full of the exercise price\nfor the number of Shares being purchased.\n\n            8.2 Payment. Payment for the Shares may be made (a) in cash or by\ncheck; (b) by surrender of shares of Common Stock of the Company that have been\nowned by the Holder for more than six (6) months (and which have been paid for\nwithin the meaning of Securities and Exchange Commission Rule 144 and, if such\nshares were purchased from the Company by use of a promissory note, such note\nhas been fully paid with respect to such shares) or were obtained by the Holder\nin the open public market, having a Fair Market Value equal to the exercise\nprice of the Option; (c), in the case of exercise by the Optionee, Optionee's\nguardian or legal representative or the authorized legal representative of\nOptionee's heirs or legatees after Optionee's death, by waiver of compensation\ndue or accrued to Optionee for services rendered; (d) provided that a public\nmarket for the Company's stock exists, through a \"same day sale\" commitment from\nthe Holder and a broker-dealer that is a member of the National Association of\nSecurities Dealers (a \"NASD Dealer\") whereby the Holder irrevocably elects to\nexercise the Option and to sell a portion of the Shares so purchased to pay for\nthe exercise price and whereby the NASD Dealer irrevocably commits upon receipt\nof such Shares to forward the exercise price directly to the Company; (e)\nprovided that a public market for the Company's stock exists, through a \"margin\"\ncommitment from the Holder and a NASD Dealer whereby the Holder irrevocably\nelects to exercise the Option and to pledge the Shares so purchased to the NASD\nDealer in a margin account as security for a loan from the NASD Dealer in the\namount of the exercise price, and whereby the NASD Dealer irrevocably commits\nupon receipt of such Shares to forward the exercise price directly to the\nCompany; or (f) by any combination of the foregoing.\n\n\n                                      C-3\n   4\n\n            8.3 Withholding Taxes. Prior to issuance of the Shares upon exercise\nof an Option, the Holder shall pay or make adequate provision for any federal or\nstate withholding obligations of the Company, if applicable.\n\n            8.4 Limitations on Exercise. Notwithstanding the exercise periods\nset forth in the Grant, exercise of an Option shall always be subject to the\nfollowing limitations:\n\n               (a) An Option shall not be exercisable until such time as the\nPlan or, in the case of Options granted pursuant to an amendment to the number\nof shares that may be issued pursuant to the Plan, the amendment has been\napproved by the stockholders of the Company in accordance with Section 16\nhereof.\n\n               (b) An Option shall not be exercisable unless such exercise is in\ncompliance with the Securities Act of 1933, as amended (the \"Securities Act\"),\nand all applicable state securities laws, as they are in effect on the date of\nexercise.\n\n               (c) The Committee may specify a reasonable minimum number of\nShares that may be purchased on any exercise of an Option, provided that such\nminimum number will not prevent a Holder from exercising the full number of\nShares as to which the Option is then exercisable.\n\n        9. RESTRICTIONS ON TRANSFERABILITY OF OPTIONS.\n\n            (a) Unless otherwise restricted by the Committee, an Option shall be\nexercisable by: (i) the Optionee, (ii) the Optionee's guardian or legal\nrepresentative, (iii) a Family Member of the Optionee who has acquired the\nOption by Permitted Transfer, or (iv) after Optionee's death, the legal\nrepresentative of the Optionee's heirs or legatees. Except as provided in this\nSection 9(a), an Option may not be sold, pledged, assigned, hypothecated,\ntransferred or disposed of in any manner other than by will and by the laws of\ndescent and distribution and may not be made subject to execution, attachment or\nsimilar process.\n\n            (b) For the purposes of this Section 9, a \"Family Member\" includes\nany of the following:\n\n               (i) child, stepchild, grandchild, parent, stepparent,\ngrandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,\nfather-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of\nthe Optionee, including any such person with such relationship to the Optionee\nby adoption;\n\n               (ii) any person (other than a tenant or employee) sharing the\nOptionee's household;\n\n               (iii)a trust in which the persons in Sections 9(a) and 9(b) have\nmore than fifty percent of the beneficial interest;\n\n               (iv) a foundation in which the persons in Sections 9(a) and 9(b)\nor the Optionee control the management of assets; or\n\n               (v) any other entity in which the persons in Sections 9(a) and\n9(b) or the Optionee own more than fifty percent of the voting interest.\n\n\n                                      C-4\n   5\n\n            (c) For the purposes of this Section 9, a \"Permitted Transfer\"\nmeans, as permitted under the Plan and in the Option, any transfer by the\nOptionee during the Optionee's lifetime of an interest in the Option but only by\ngift or domestic relations order. A Permitted Transfer does not include any\ntransfer for value and none of the following are transfers for value: (i) a\ntransfer under a domestic relations order in settlement of marital property\nrights or (ii) a transfer to an entity in which more than fifty percent of the\nvoting interests are owned by Family Members or the Optionee in exchange for an\ninterest in that entity.\n\n        10. PRIVILEGES OF STOCK OWNERSHIP. No Holder shall have any of the\nrights of a stockholder with respect to any Shares subject to an Option until\nthe Option has been validly exercised. No adjustment shall be made for dividends\nor distributions or other rights for which the record date is prior to the date\nof exercise, except as provided in this Plan. The Company shall provide to each\nHolder a copy of the annual financial statements of the Company, at such time\nafter the close of each fiscal year of the Company as they are released by the\nCompany to its stockholders.\n\n        11. ADJUSTMENT OF OPTION SHARES. In the event that the number of\noutstanding shares of Common Stock of the Company is changed by a stock\ndividend, stock split, reverse stock split, combination, reclassification or\nsimilar change in the capital structure of the Company without consideration,\nthe number of Shares available under this Plan and the number of Shares subject\nto outstanding Options and the exercise price per share of such Options shall be\nproportionately adjusted, subject to any required action by the Board or\nstockholders of the Company and compliance with applicable securities laws;\nprovided, however, that no certificate or scrip representing fractional shares\nshall be issued upon exercise of any Option and any resulting fractions of a\nShare shall be ignored.\n\n        12. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Option granted\nunder this Plan shall confer on any Optionee any right to continue as a director\nof the Company.\n\n        13. COMPLIANCE WITH LAWS. The grant of Options and the issuance of\nShares upon exercise of any Options shall be subject to and conditioned upon\ncompliance with all applicable requirements of law, including without limitation\ncompliance with the 1933 Securities Act, any required approval by the\nCommissioner of Corporations of the State of California, compliance with all\nother applicable state securities laws and compliance with the requirements of\nany stock exchange or national market system on which the Shares may be listed.\nThe Company shall be under no obligation to register the Shares with the\nSecurities and Exchange Commission or to effect compliance with the registration\nor qualification requirement of any state securities laws, stock exchange or\nnational market system.\n\n        14. RESTRICTIONS ON SHARES. The Company may reserve to itself or its\nassignee(s) in the Grant, a right to repurchase any or all unvested shares held\nby a Holder upon the Optionee's termination of service with the Company for any\nreason at the Optionee's original exercise price. Such repurchase rights shall\nlapse in accordance with the vesting period set forth in Section 7.2 above.\n\n        15. ASSUMPTION OF OPTIONS BY SUCCESSORS. In the event of a dissolution\nor liquidation of the Company, a merger in which the Company is not the\nsurviving corporation, the sale of substantially all of the assets of the\nCompany, or any other transaction which qualifies as a \"corporate transaction\"\nunder Section 424 of the Revenue Code wherein the stockholders of the Company\ngive up all of their equity interest in the Company (except for the acquisition\nof all or substantially all of the outstanding shares of the Company the vesting\nof all options granted pursuant to the Plan will accelerate and the options will\nbecome exercisable in full prior to the consummation of such event at such times\nand on such conditions as the Committee determines.\n\n\n                                      C-5\n   6\n\n        16. AMENDMENT OR TERMINATION OF PLAN. The Committee may at any time\nterminate or amend this Plan but not the terms of any outstanding option;\nprovided, however, that the Committee shall not, without the approval of the\nstockholders of the Company, increase the total number of Shares available under\nthis Plan (except by operation of the provisions of Sections 4 and 11 above). In\nany case, no amendment of this Plan may adversely affect any then outstanding\nOptions or any unexercised portions thereof without the written consent of the\nHolders.\n\n        17. TERM OF PLAN. Options may be granted pursuant to this Plan from time\nto time within a period of ten (10) years from the date this Plan is adopted by\nthe Board of Directors.\n\n        18. CERTAIN DEFINITIONS. As used in this Plan, the following terms shall\nhave the following meanings:\n\n            18.1 \"Parent\" means any corporation (other than the Company) in an\nunbroken chain of corporations ending with the Company if, at the time of the\ngranting of the Option, each of such corporations other than the Company owns\nstock possessing 50% or more of the total combined voting power of all classes\nof stock in one of the other corporations in such chain.\n\n            18.2 \"Subsidiary\" means any corporation (other than the Company) in\nan unbroken chain of corporations beginning with the Company if, at the time of\ngranting of the Option, each of the corporations other than the last corporation\nin the unbroken chain owns stock possessing 50% or more of the total combined\nvoting power of all classes of stock in one of the other corporations in such\nchain.\n\n            18.3 \"Affiliate\" means any corporation that directly, or indirectly\nthrough one or more intermediaries, controls or is controlled by, or is under\ncommon control with, another corporation, where \"control\" (including the terms\n\"controlled by\" and \"under common control with\") means the possession, direct or\nindirect, of the power to cause the direction of the management and policies of\nthe corporation, whether through the ownership of voting securities, by contract\nor otherwise.\n\n            18.4 \"Fair Market Value\" shall mean the fair market value of the\nShares as determined by the Committee from time to time in good faith. If a\npublic market exists for the Shares, the Fair Market Value shall be the average\nof the last reported bid and asked prices for the common stock of the Company on\nthe last trading day prior to the date of determination, or, in the event the\ncommon stock of the Company is listed on the NASDAQ National Market System, the\nFair Market Value shall be the average of the high and low prices of the common\nstock on the option grant date as quoted on the NASDAQ National Market System\nand reported in The Wall Street Journal.\n\n            18.5 \"Holder\" shall mean the following persons to the extent such\nperson has or controls an interest in the Option at the time in question: (a)\nthe Optionee; (b) the Optionee's guardian or legal representative; (c) a Family\nMember who is a transferee of the Option in a Permitted Transfer, as provided in\nSection 9; and (d) the authorized legal representative of such person's heirs or\nlegatees after such person's death.\n\n\n\n                                      C-6\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8105],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9543],"class_list":["post-38201","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macromedia-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38201","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38201"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38201"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38201"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38201"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}