{"id":38210,"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-stock-option-plan-tom-brown-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1993-stock-option-plan-tom-brown-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1993-stock-option-plan-tom-brown-inc.html","title":{"rendered":"1993 Stock Option Plan &#8211; Tom Brown Inc."},"content":{"rendered":"<pre>                                  AMENDMENT TO\n\n                                 TOM BROWN, INC.\n\n                              AMENDED AND RESTATED\n\n                             1993 STOCK OPTION PLAN\n\n\n         WHEREAS, TOM BROWN, INC. (the \"Company\") has heretofore adopted the TOM\nBROWN, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN (the \"Plan\") on behalf\nof itself and its subsidiaries; and\n\n         WHEREAS, the Company, through the action of its Board of Directors\npursuant to Paragraph IX of the Plan, desires to amend the Plan in certain\nrespects;\n\n         NOW, THEREFORE, the Plan shall be amended as follows, effective as of\nMay 10, 2001:\n\n         1. The second sentence of Subparagraph VIII(c) of the Plan shall be\ndeleted and the following shall be substituted therefor:\n\n         \"Notwithstanding any provision in an Option Agreement or the Plan to\n         the contrary, upon the occurrence of a Change in Control (as defined in\n         clause (i), (ii), (iii) or (iv) below) each Option then outstanding\n         that is held by an Optionee immediately prior to such Change in Control\n         shall become fully vested and exercisable in full immediately prior to\n         such Change in Control (or at such earlier time as may be specified by\n         the Committee). Moreover, effective as of a date (selected by the\n         Committee) within ten days after the approval by the shareholders of\n         the Company of a Change in Control (as defined in clause (ii), (iii) or\n         (iv) below), or thirty days of a Change in Control (as defined in\n         clause (i) below), the Committee, acting in its sole discretion without\n         the consent or approval of any Optionee, may effect one or more of the\n         following alternatives with respect to the then outstanding Options\n         held by Optionees which may vary among individual Optionees and which\n         may vary among Options held by any individual Optionee:\n\n              (1) accelerate the time at which such Options may be exercised or\n         adjust the time period during which such Options may be exercised so\n         that such Options may be exercised for a period of time on or before a\n         specified date (before or after such Change in Control) fixed by the\n         Committee, after which specified date all unexercised Options and all\n         rights of Optionees thereunder shall terminate,\n\n              (2) require the mandatory surrender to the Company by Optionees of\n         some or all of such Options (irrespective of whether such Options are\n         then exercisable under the provisions of the Plan) as of a date, before\n         or after such Change in Control, specified by the Committee, in which\n         event the Committee\n\n\n\n\n   2\n\n\n         shall thereupon cancel such Options and pay (or cause to be paid) to\n         each Optionee an amount of cash per share equal to the excess of the\n         amount calculated in Subparagraph (d) below (the \"Change in Control\n         Value\") of the shares subject to such Option over the exercise price(s)\n         under such Options for such shares,\n\n              (3) make such adjustments to such Options as the Committee deems\n         appropriate to reflect such Change in Control (provided, however, that\n         the Committee may determine in its sole discretion that no adjustment\n         is necessary to such Options) or\n\n              (4) provide that, upon any exercise of an Option theretofore\n         granted, the Optionee shall be entitled to purchase under such Option,\n         in lieu of the number of shares of Stock as to which such Option shall\n         then be exercisable, the number and class of shares of stock or other\n         securities or property (including, without limitation, cash) to which\n         the Optionee would have been entitled pursuant to the terms of the\n         agreement effecting such Change in Control if, immediately prior to\n         such Change in Control the Optionee had been the holder of record of\n         the number of shares of Stock as to which such Option is then\n         exercisable.\n\n         For purposes of Subparagraphs VIII(c) and VIII(d), a \"Change in\nControl\" shall mean:\n\n         (i) the acquisition, directly or indirectly, by any individual, entity\nor group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities\nExchange Act of 1934, as amended (the \"1934 Act\") (a \"Person\"), except for an\nunderwriter or group of underwriters in connection with a public offering of\ncommon stock, of beneficial ownership (within the meaning of Rule 13d-3\npromulgated under the 1934 Act) of 50% or more of either (x) the\nthen-outstanding shares of Stock of the Company (the \"Outstanding Common Stock\")\nor (y) the combined voting power of the then outstanding voting securities of\nthe Company entitled to vote generally in the election of directors (the\n\"Outstanding Voting Securities\"), in each case other than acquisitions of\nbeneficial ownership by (I) the Company and its subsidiaries, (II) any employee\nbenefit plan sponsored or maintained by the Company or any Person organized,\nestablished or appointed pursuant to the terms of any such employee benefit plan\nor (III) any acquisition by any Person pursuant to a transaction that complies\nwith items (x), (y) and (z) of clause (ii) below;\n\n         (ii) consummation of a merger of the Company with another entity, a\nconsolidation involving the Company, a share exchange involving the Company, or\nthe sale, lease or exchange of all or substantially all of the assets of the\nCompany (each a \"Business Combination\") unless, in any such case, immediately\nfollowing such Business Combination, (x) the Persons who were the beneficial\nowners, respectively, of the Outstanding Common Stock and Outstanding Voting\nSecurities immediately prior to such Business Combination beneficially own,\ndirectly or indirectly, more than 50%, respectively, of the then outstanding\nequity securities and 50% of the combined voting power of the then outstanding\nvoting securities entitled to vote generally in the election of directors (or\ncomparable governing body), as the case may be, of the Resulting Person (as\n\n\n\n                                      -2-\n   3\n\n\ndefined below) of such Business Combination in substantially the same\nproportions as their beneficial ownership immediately prior to such Business\nCombination; provided, however, that for purposes of this item (x), any shares\nof equity securities or voting securities of the Resulting Person received or\notherwise owned by such beneficial owners in such Business Combination other\nthan as a result of such beneficial ownership of Outstanding Common Stock or\nOutstanding Voting Securities immediately prior to such Business Combination\nshall not be considered to be owned by such beneficial owners for the purposes\nof calculating their percentage of ownership of the outstanding equity\nsecurities and voting power of the Resulting Person, (y) no Person (excluding\nany Resulting Person from such Business Combination or any employee benefit plan\nsponsored or maintained by the Company or such Resulting Person or any Person\norganized, established or appointed pursuant to the terms of any such employee\nbenefit plan) beneficially owns, directly or indirectly, 30% or more,\nrespectively, of the then-outstanding equity securities of the Resulting Person\nor the combined voting power of the then-outstanding voting securities of the\nResulting Person unless such ownership existed immediately prior to the Business\nCombination and (z) immediately following such Business Combination at least a\nmajority of the members of the Board of Directors (or comparable governing body)\nof the Resulting Person were members of the Incumbent Board (as defined in\nclause (iii) below) at the time of the execution of the initial agreement or\nother action by the Board providing for such Business Combination;\n\n          (iii) as a result of or in connection with a contested election of the\nBoard, individuals who constituted the Board before such event (the \"Incumbent\nBoard\") (provided that any individual becoming a director subsequent to such\ndate whose appointment or whose nomination for election by the Company's\nshareholders was approved by a vote of at least a majority of the directors then\ncomprising the Incumbent Board shall be considered as though such individual\nwere a member of the Incumbent Board), shall cease for any reason to constitute\nat least a majority of the Board; or\n\n          (iv) approval by the shareholders of the Company of a complete\nliquidation or dissolution of the Company pursuant to the corporation laws of\nits jurisdiction of incorporation.\n\n         For purposes of the preceding sentence, \"Resulting Person\" in the\ncontext of a Business Combination that is a merger or consolidation shall mean\nthe surviving Person unless the surviving Person is or shall become a subsidiary\nof another Person and the holders of Outstanding Common Stock or Outstanding\nVoting Securities receive securities of such other Person in such Business\nCombination, in which event the Resulting Person shall be such other Person.\"\n\n         2. Subparagraph VIII(d) of the Plan shall be deleted and the following\nshall be substituted therefor:\n\n                  \"(d) For the purposes of clause (2) in Subparagraph (c) above,\n         the \"Change in Control Value\" shall equal the amount determined in\n         clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the\n         per share price offered to shareholders of the Company in any such\n         Change in Control transaction, (ii) the \n\n\n\n\n                                      -3-\n   4\n\n         price per share offered to shareholders of the Company in any tender\n         offer or exchange offer whereby a Change in Control takes place, or\n         (iii) if such Change in Control occurs other than pursuant to a tender\n         or exchange offer, the fair market value per share of the shares into\n         which such Options being surrendered are exercisable, as determined by\n         the Committee as of the date determined by the Committee to be the date\n         of cancellation and surrender of such Options. In the event that the\n         consideration offered to shareholders of the Company in any transaction\n         described in this Subparagraph (d) or Subparagraph (c) above consists\n         of anything other than cash, the Committee shall determine the fair\n         cash equivalent of the portion of the consideration offered which is\n         other than cash.\"\n\n         3. As amended hereby, the Plan is specifically ratified and reaffirmed.\n\n         IN WITNESS WHEREOF, this Amendment to Tom Brown, Inc. Amended and\nRestated 1993 Stock Option Plan has been executed to be effective as of May 10,\n2001.\n\nATTEST:                                 TOM BROWN, INC.\n\n\n\nBy:  \/s\/ BRUCE R. DEBOER                By: \/s\/ JAMES D. LIGHTNER\n   ---------------------------             -------------------------------------\n   Bruce R. DeBoer                         James D. Lightner\n   Secretary                               President and Chief Executive Officer\n\n\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6962],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9545],"class_list":["post-38210","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brown-tom-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38210","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=38210"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38210"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38210"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38210"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}