{"id":38240,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-directors-stock-option-plan-macrovision-cor3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-directors-stock-option-plan-macrovision-cor3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-directors-stock-option-plan-macrovision-cor3.html","title":{"rendered":"1996 Directors Stock Option Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>                             MACROVISION CORPORATION\n                        1996 DIRECTORS STOCK OPTION PLAN\n\n              As Amended and Restated by the Board of Directors on\n                 June 16, 2000, and Amended on February 16, 2001\n\n      1. Purpose. The purpose of the Macrovision Corporation 1996 Directors\nStock Option Plan (the \"Plan\") is to grant to non-employee members of the\nCompany's Board of Directors (\"Outside Directors\") of Macrovision Corporation, a\nDelaware corporation (the \"Company\") the opportunity to acquire Common Stock of\nthe Company, thereby encouraging such persons to accept or continue their\nservice on the Company's Board of Directors; to align the interests of such\npersons with those of the Company's stockholders through stock ownership; and to\nfurnish such persons an additional incentive to improve operations and increase\nprofits of the Company.\n\n            To accomplish the foregoing objectives, this Plan provides a means\nwhereby Outside Directors may receive options to purchase Common Stock. Options\ngranted under this Plan will be nonstatutory (nonqualified) stock options.\n\n      2. Administration. The Plan shall be administered by the Company's Board\nof Directors (the \"Administrator\"), which shall have the power and authority to\ngrant stock options consistent with the terms of the Plan, including the power\nand authority:\n\n            (a) to determine the terms and conditions of the stock option\nagreements entered into between the Company and any Outside Director;\n\n            (b) to interpret the Plan;\n\n            (c) to modify or amend any such option; and\n\n            (d) to make all determinations necessary or advisable for the\nadministration of the Plan.\n\n      3. Eligibility; Number.\n\n            (a) Each Outside Director who first becomes a member of the\nCompany's Board of Directors after the effective date of the Registration\nStatement on Form SB-2 for the initial public offering of the Company's Common\nStock (the \"IPO Date\") shall be granted options to purchase shares of the\nCompany's Common Stock effective as of the date he or she first becomes a member\nof the Company's Board of Directors (the \"Initial Grant Date\"). On and after\nApril 23, 2000, the number of shares of the Company's Common Stock subject to\noptions granted to each such Outside Director on his or her Initial Grant Date\nshall be forty thousand (40,000) shares.\n\n            (b) Each Outside Director who first becomes a member of the\nCompany's Board of Directors after the IPO Date shall be granted options to\npurchase additional shares of the Company's Common Stock annually on each\nsuccessive anniversary of the Initial Grant Date commencing on the one (1) year\nanniversary of the Initial Grant Date, provided that such Outside Director\ncontinues to serve on the Company's Board of Directors on such dates. Each\nOutside Director who is serving as a member of the Company's Board of Directors\non the IPO Date will be granted an option to purchase shares of the Company's\nCommon Stock annually on each successive anniversary\n\n\n\nof the IPO Date commencing on the one (1) year anniversary of the IPO Date,\nprovided that such Outside Director continues to serve on the Company's Board of\nDirectors on such dates. Each employee member of the Company's Board of\nDirectors who becomes an Outside Director as a result of ceasing to be an\nemployee of the Company will be granted an option to purchase shares of the\nCompany's Common Stock annually on each successive anniversary of the IPO Date\ncommencing on the first anniversary of the IPO Date on which such individual\nserves as an Outside Director, provided that such individual continues to serve\nas an Outside Director on the Company's Board of Directors on such dates, but\nsuch an individual will not receive any initial grant of an option to purchase\nshares of the Company's Common Stock under Subsection 3(a) above. On and after\nFebruary 16, 2001, the number of shares of the Company's Common Stock subject to\noptions granted to each Outside Director annually under this Subsection 3(b)\nshall be fifteen thousand (15,000) shares.\n\n      4. Exercise Price. The exercise price of each option to purchase a share\nof the Company's Common Stock shall be the fair market value of a share of the\nCompany's Common Stock on the date on which such option is granted. For all\npurposes of this Plan, the fair market value of the Company's Common Stock on\nany particular date shall be the closing price on the trading day next preceding\nthat date on the principal securities exchange on which the Company's Common\nStock is listed, or, if such Common Stock is not then listed on any securities\nexchange, then the fair market value of the Common Stock on such date shall be\nthe closing price as reported by the National Association of Securities Dealers,\nInc. Automated Quotation System (\"NASDAQ\") on the trading day next preceding\nsuch date. In the event that the Company's Common Stock is neither listed on a\nsecurities exchange nor quoted by NASDAQ, then the Administrator shall determine\nthe fair market value of the Company's Common Stock on such date.\n\n      5. Common Stock Subject to Plan.\n\n            (a) As of June 16, 2000, there shall be reserved for issue upon the\nexercise of options granted under the Plan, including unexercised options\noutstanding on such date, three hundred nineteen thousand thirty-six (319,036)\nshares of Common Stock. If an option granted under the Plan shall expire or\nterminate for any reason without having been exercised in full, the unpurchased\nshares subject thereto shall again be available for the purposes of the Plan.\n\n            (b) Notwithstanding any other provisions of this Plan, the aggregate\nnumber of shares of Common Stock subject to outstanding options granted under\nthis Plan, plus the aggregate number of shares issued upon the exercise of all\noptions granted under this Plan, shall never be permitted to exceed the number\nof shares specified in the first sentence of Subsection 5(a) above.\n\n      6. Terms of Options. Each option granted under the Plan shall be evidenced\nby a nonstatutory stock option agreement between the individual to whom the\noption is granted (the \"optionee\") and the Company. Each such agreement shall\ndesignate the option thereby granted as a nonstatutory stock option. Each such\nagreement shall be subject to the terms and conditions set forth in this Section\n6, and to such other terms and conditions not inconsistent herewith as the\nAdministrator may deem appropriate in each case. All options granted under this\nPlan shall be subject to the following terms and conditions:\n\n            (a) Term of Options. The period or periods within which an option\nmay be exercised shall be determined by the Administrator at the time the option\nis granted, but in no event shall such period extend beyond ten (10) years from\nthe date the option is granted.\n\n\n\n            (b) Method of Payment for Common Stock. Payment for stock purchased\nupon any exercise of an option granted under this Plan shall be made in full\nconcurrently with such exercise by any one of the following methods: (i) in\ncash; (ii) if and to the extent the instrument evidencing the option so provides\nand if the Company is not then prohibited from purchasing or acquiring shares of\nsuch stock, with shares of the same class of stock as are subject to the option\nthat have been held by the optionee for the requisite period necessary to avoid\na charge to the Company's earnings for financial reporting purposes, delivered\nin lieu of cash, with the shares so delivered to be valued on the basis of the\nfair market value of the stock (determined in a manner specified in the\ninstrument evidencing the option) on the date of exercise; (iii) through a \"same\nday sale\" commitment from the optionee and a broker-dealer that is a member of\nthe National Association of Securities Dealers (the \"NASD Dealer\") whereby the\noptionee irrevocably elects to exercise the option and to sell a portion of the\nshares so purchased to pay for the exercise price, and whereby the NASD Dealer\nirrevocably commits upon receipt of such shares to forward the exercise price\ndirectly to the Company; (iv) through a \"margin\" commitment from the optionee\nand a NASD Dealer whereby the optionee irrevocably elects to exercise the option\nand to pledge the shares so purchased to the NASD Dealer in a margin account as\nsecurity for a loan from the NASD Dealer in the amount of the exercise price ,\nand whereby the NASD Dealer irrevocably commits upon receipt of such shares to\nforward the exercise price directly to the Company; or (v) any combination of\nthe foregoing.\n\n            (c) Vesting. Options granted under this Plan on or before April 22,\n1999, shall become first exercisable ratably over a four (4) year period such\nthat each option shall become first exercisable as to one forty-eighth (1\/48) of\nthe option shares on the last day of each month, beginning with the first full\nmonth following the date of grant, provided that the optionee continues to serve\non the Company's Board of Directors on such dates. Initial options granted under\nSubsection 3(a) of this Plan on or after April 23, 1999, and annual options\ngranted under Subsection 3(b) of this Plan on or after April 23, 1999, but prior\nto April 23, 2000, shall become first exercisable ratably over a three (3) year\nperiod such that each option shall become first exercisable as to one\nthirty-sixth (1\/36) of the option shares on the last day of each month,\nbeginning with the first full month following the date of grant, provided that\nthe optionee continues to serve on the Company's Board of Directors on such\ndates. Annual options granted under Subsection 3(b) of this Plan on or after\nApril 23, 2000, shall become first exercisable ratably over a one (1) year\nperiod such that each option shall become first exercisable as to one twelfth\n(1\/12) of the option shares on the last day of each month, beginning with the\nfirst full month following the date of grant, provided that the optionee\ncontinues to serve on the Company's Board of Directors on such dates.\nNotwithstanding the foregoing, all options granted to an optionee under this\nPlan will become exercisable immediately upon the optionee's death or disability\nwhile serving on the Company's Board of Directors.\n\n            (d) Death; Disability; Resignation. In the event of an optionee's\ndeath or disability while serving on the Company's Board of Directors, all\noptions granted to that optionee under this Plan may be exercised by the\noptionee or the optionee's estate for a period of one (1) year after the date on\nwhich the optionee ceases to serve on the Company's Board and will terminate if\nnot exercised during such period, subject to termination on the expiration of\nthe stated term of the option, if earlier. If an optionee resigns from the\nCompany's Board of Directors or declines to stand for reelection, options that\nhave become exercisable through the last date on which the optionee serves on\nthe Company's Board may be exercised for a period of three (3) months thereafter\nand will terminate if not exercised during such period, subject to termination\non the expiration of the stated term of the option, if earlier. If an optionee\nis removed from the Board by action of the Company's Stockholders or Board of\nDirectors, options that have become exercisable through the date of such removal\nmay be exercised for a period of one (1) week thereafter and will terminate if\nnot exercised during such period, subject to termination on the expiration of\nthe stated term of the option, if earlier. The \"optionee's estate\" shall mean\nthe duly authorized conservator or guardian of the estate of the optionee or the\nexecutor of the optionee's last will or the duly authorized administrator or\nspecial administrator of the optionee's probate estate or any other legal\nrepresentative of the optionee's estate duly appointed as a result of\n\n\n\nthe optionee's death or incapacity or any person who acquires the right to\nexercise this option by reason of the optionee's death under the optionee's will\nor the laws of intestate succession.\n\n            (e) Withholding and Employment Taxes. At the time of exercise of an\noption, the optionee shall remit to the Company in cash the amount of any and\nall applicable federal and state withholding and employment taxes.\n\n      7. Stock Issuance and Rights as Stockholder. Notwithstanding any other\nprovisions of the Plan, no optionee shall have any of the rights of a\nstockholder (including the right to vote and receive dividends) of the Company,\nby reason of the provisions of this Plan or any action taken hereunder, until\nthe date such optionee shall both have paid the exercise price for the Common\nStock and shall have been issued (as evidenced by the appropriate entry on the\nbooks of the Company or of a duly authorized transfer agent of the Company) the\nstock certificate evidencing such shares.\n\n      8. Non-Transferability of Options. No option shall be transferable by the\noptionee otherwise than by will or by the laws of descent and distribution and\nall options shall be exercisable, during the optionee's lifetime, only by the\noptionee. Notwithstanding the foregoing, the Administrator may provide in any\noption agreement that the optionee may transfer, without consideration for the\ntransfer, such option to members of his immediate family, to trusts for the\nbenefit of such family members, to partnerships in which such family members are\nthe only partners, or to charitable organizations, provided that the transferee\nagrees in writing with the Company to be bound by all of the terms and\nconditions of the Plan and the applicable option agreement.\n\n      9. Adjustments Upon Changes in Capitalization or Merger.\n\n            (a) Subject to any required action by the Company's stockholders,\nthe number of shares of Common Stock covered by this Plan as provided in Section\n5, the number of shares covered by each outstanding option granted hereunder and\nthe exercise price thereof shall be proportionately adjusted for any increase or\ndecrease in the number of issued shares of Common Stock resulting from a split,\nreverse split, subdivision or consolidation of such shares or the payment of a\nstock dividend (but only on the Common Stock) or any other increase or decrease\nin the number of such outstanding shares of Common Stock effected without the\nreceipt of consideration by the Company; provided, however, that the conversion\nof any convertible securities of the Company shall not be deemed to have been\n\"effected without receipt of consideration.\" The number of shares of Common\nStock, as provided in Section 3, covered by options to be granted after the date\nof any event described in this Subsection 9(a) shall not be adjusted as a result\nof such event, unless the Board determines that it is appropriate to make such\nan adjustment and amends the Plan accordingly.\n\n            (b) In the event of (i) a dissolution or liquidation of the Company;\n(ii) a merger or consolidation in which the Company is the not the surviving\ncorporation (other than a merger or consolidation with a wholly-owned\nsubsidiary, a reincorporation of the Company in a different jurisdiction, or\nother transaction in which there is no substantial change in the stockholders of\nthe Company or their relative stock holdings and the options granted under this\nPlan are assumed, converted or replaced by the successor corporation, which\nassumption will be binding on all optionees); (iii) a merger in which the\nCompany is the surviving corporation but after which the stockholders of the\nCompany (other than any stockholder which merges (or which owns or controls\nanother corporation which merges) with the Company in such merger) cease to own\ntheir shares or other equity interests in the Company; (iv) the sale of\nsubstantially all of the assets of the Company; or (v) any other transaction\nwhich qualifies as a \"corporate transaction\" under Section 424(a) of the\nInternal Revenue Code of 1986, as amended, wherein the stockholders of the\nCompany give up all of their equity interest in the Company (except for the\n\n\n\nacquisition, sale or transfer of all or substantially all of the outstanding\nshares of the Company from or by the stockholders of the Company), any and all\noutstanding options under this Plan shall become fully exercisable,\nnotwithstanding any other provision of this Plan and without regard to any\nvesting provisions contained in the options, for a reasonable period of time\nprior to the consummation of such event. Upon any such event, the successor\ncorporation (if any) may assume, convert or replace any outstanding options that\nare not exercised prior to the consummation of the event or may substitute\nequivalent options or provide substantially similar consideration to the\noptionees as was provided to the stockholders (after taking into account the\nexisting provisions of the option grants). In the event such successor\ncorporation (if any) does not assume or substitute options, as provided above,\nupon an event described in this Subsection 9(b), such options will terminate on\nthe consummation of such event at such time and on such conditions as the\nCompany's Board of Directors shall determine.\n\n            (c) To the extent that any adjustments described in this Section 9\nrelate to stock or securities of the Company, such adjustments shall be made by\nthe Company's Board of Directors, whose determination in that respect shall be\nfinal, binding and conclusive.\n\n            (d) Except as expressly provided in this Section 9, no optionee\nshall have any rights by reason of any subdivision or consolidation of shares of\nthe capital stock of any class or the payment of any stock dividend or any other\nincrease or decrease in the number of shares of any class or by reason of any\ndissolution, liquidation, merger or consolidation or spin-off of assets or stock\nof another corporation, and any issue by the Company of shares of stock of any\nclass or of securities convertible into shares of stock of any class shall not\naffect, and no adjustment by reason thereof shall be made with respect to, the\nnumber or price of shares subject to any option granted hereunder.\n\n            (e) The grant of an option pursuant to this Plan shall not affect in\nany way the right or power of the Company to make adjustments,\nreclassifications, reorganizations or changes of its capital or business\nstructure or to merge or consolidate or to dissolve, liquidate, sell or transfer\nall or any part of its business or assets.\n\n      10. Securities Law Requirements.\n\n            (a) The Administrator may require an individual as a condition of\nthe grant and of the exercise of an option, to represent and establish to the\nsatisfaction of the Administrator that all shares of Common Stock to be acquired\nupon the exercise of such option will be acquired for investment and not for\nresale. The Administrator shall cause such legends to be placed on certificates\nevidencing shares of Common Stock issued upon exercise of an option as, in the\nopinion of the Company's counsel, may be required by federal and applicable\nstate securities laws.\n\n            (b) No shares of Common Stock shall be issued upon the exercise of\nany option unless and until counsel for the Company determines that: (i) the\nCompany and the optionee have satisfied all applicable requirements under the\nSecurities Act of 1933, as amended (the \"Securities Act\") and the Exchange Act;\n(ii) any applicable listing requirement of any stock exchange on which the\nCompany's Common Stock is listed has been satisfied; and (iii) all other\napplicable provisions of state and federal law have been satisfied.\n\n      11. Financial Assistance. The Company shall have the authority under this\nPlan to assist any Outside Director to whom an option is granted hereunder in\nthe payment of the purchase price payable on exercise of that option, by lending\nthe amount of such purchase price to such Outside Director on such terms and at\nsuch rates of interest and upon such security as shall have been authorized by\nor under authority of the Company's Board of Directors.\n\n\n\n      12. Amendment. The Company's Board of Directors may terminate the Plan or\namend the Plan from time to time in such respects as the Board may deem\nadvisable.\n\n      13. Termination. The Plan shall terminate automatically on December 1,\n2006, and may be terminated at any earlier date by the Company's Board of\nDirectors. No option shall be granted hereunder after termination of the Plan,\nbut such termination shall not affect the validity of any option then\noutstanding.\n\n      14. Time of Granting Options. The date of grant of an option hereunder\nshall, for all purposes, be the date on which the Administrator makes the\ndetermination granting such option.\n\n      15. Reservation of Shares. The Company, during the term of this Plan, will\nat all times reserve and keep available such number of shares of its Common\nStock as shall be sufficient to satisfy the requirements of the Plan.\n\n      16. Effective Date. This Plan was adopted by the Company's Board of\nDirectors on December 3, 1996, and was approved by the stockholders of the\nCompany on February 25, 1997. The Plan was most recently restated by the\nCompany's Board of Directors on June 16, 2000, which restatement was approved by\nthe stockholders of the Company on August 24, 2000, and subsequently amended by\nthe Company's Board of Directors on February 16, 2001. However, no options shall\nbe granted under the Plan prior to the IPO Date.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9539,9543],"class_list":["post-38240","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","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\/38240","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=38240"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38240"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38240"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38240"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}