{"id":38242,"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-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-directors-stock-option-plan-macrovision-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-directors-stock-option-plan-macrovision-corp.html","title":{"rendered":"1996 Directors Stock Option Plan &#8211; Macrovision Corp."},"content":{"rendered":"<pre>\n                             MACROVISION CORPORATION\n                        1996 DIRECTORS STOCK OPTION PLAN\n\n                     As Adopted by the Board of Directors on\n                      December 3, 1996 Restated for Merger\n                           effective February 14, 1997\n          Restated for Reverse Stock Split effective February 26, 1997\n                  Restated for Amendment Adopted April 23, 1999\n\n     1. Purpose. The purpose of the Macrovision Corporation 1996 Directors Stock\nOption Plan (the 'Plan') is to grant to  non-employee  members of the  Company's\nBoard of Directors ('Outside Directors') of Macrovision Corporation,  a Delaware\ncorporation  (the  'Company')  the  opportunity  to acquire  Common Stock of the\nCompany, thereby encouraging such persons to accept or continue their service on\nthe Company's  Board of  Directors;  to align the interests of such persons with\nthose of the Company's stockholders through stock ownership; and to furnish such\npersons an additional  incentive to improve  operations and increase  profits of\nthe Company.\n\n     To accomplish the foregoing objectives,  this Plan provides a means whereby\nOutside Directors may receive options to purchase Common Stock.  Options granted\nunder this Plan will be nonstatutory (nonqualified) stock options.\n\n     2. Administration. The Plan shall be administered by the Company's Board of\nDirectors  (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\n               agreements  entered  into  between  the  Company  and any Outside\n               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\n               administration of the Plan.\n\n\n\n                                       29\n\n\n     3. Eligibility; Number.\n\n     (a) Each Outside Director who first becomes a member of the Company's Board\nof Directors after the effective date of the Registration Statement on Form SB-2\nfor the initial public  offering of the Company's  Common Stock (the 'IPO Date')\nshall be granted  options  to  purchase  shares of the  Company's  Common  Stock\neffective as of the date he or she first becomes a member of the Company's Board\nof Directors (the 'Initial  Grant Date').  The number of shares of the Company's\nCommon Stock subject to options granted to each such Outside  Director on his or\nher  Initial  Grant Date shall be five  thousand  (5,000)  shares if the Initial\nGrant Date is on or before  April 22, 1999,  and shall be ten thousand  (10,000)\nshares if the Initial Grant Date is on or after April 23, 1999 (each such number\nof shares is after  taking into  account the reverse  split of the Common  Stock\neffected February 26, 1997).\n\n     (b) Each Outside Director who first becomes a member of the Company's Board\nof Directors after the IPO Date shall be granted options to purchase  additional\nshares of the Company's Common Stock annually on each successive  anniversary of\nthe Initial Grant Date commencing on the one (1) year anniversary of the Initial\nGrant  Date,  provided  that such  Outside  Director  continues  to serve on the\nCompany's Board of Directors on such dates. Each Outside Director who is serving\nas a member of the Company's  Board of Directors on the IPO Date will be granted\nan option to purchase  shares of the  Company's  Common  Stock  annually on each\nsuccessive  anniversary  of  the  IPO  Date  commencing  on  the  one  (1)  year\nanniversary of the IPO Date,  provided that such Outside  Director  continues to\nserve on the Company's Board of Directors on such dates. Each employee member of\nthe Company's Board of Directors who becomes an Outside  Director as a result of\nceasing to be an employee  of the Company  will be granted an option to purchase\nshares of the Company's Common Stock annually on each successive  anniversary of\nthe IPO Date  commencing on the first  anniversary of the IPO Date on which such\nindividual  serves  as  an  Outside  Director,  provided  that  such  individual\ncontinues to serve as an Outside Director on the Company's Board of Directors on\nsuch dates,  but such an  individual  will not  receive any initial  grant of an\noption to purchase  shares of the Company's  Common Stock under  Subsection 3(a)\nabove.  The number of shares of the  Company's  Common Stock  subject to options\ngranted to each Outside  Director  annually under this  Subsection 3(b) shall be\nthree thousand  (3,000) shares for options  granted on or before April 22, 1999,\nand shall be seven thousand five hundred  (7,500) shares for options  granted on\nor after April 23, 1999 (each such number of shares is after taking into account\nthe reverse split of the Common Stock effected February 26, 1997).\n\n     4. Exercise Price. The exercise price of each option to purchase a share of\nthe  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) There shall be reserved for issue upon the exercise of options  granted\nunder the Plan sixty thousand  (60,000)  shares of Common Stock (which number is\nafter  taking  into  account  the  reverse  split of the Common  Stock  effected\nFebruary 26, 1997), subject to adjustment as provided in Section 9 hereof. If an\noption  granted under the Plan shall expire or terminate for any reason  without\nhaving been exercised in full,  the  unpurchased  shares  subject  thereto shall\nagain be available for the purposes of the Plan.\n\n     (b) Notwithstanding any other provisions of this Plan, the aggregate number\nof shares of Common Stock  subject to  outstanding  options  granted  under this\nPlan,  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\n                                       30\n\n\n     (a) Term of Options.  The period or periods  within  which an option may be\nexercised  shall be  determined by the  Administrator  at the time the option is\ngranted, but in no event shall such period extend beyond ten (10) years from the\ndate the option is granted.\n\n     (b) Method of Payment for Common Stock.  Payment for stock  purchased  upon\nany  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, 1999,\nshall  become  first  exercisable  ratably over a four (4) year period such that\neach option shall become first exercisable as to one forty-eighth  (1\/48) of the\noption shares on the last day of each month, beginning with the first full month\nfollowing the date of grant,  provided  that the optionee  continues to serve on\nthe Company's Board of Directors on such dates.  Options granted under this Plan\non or after April 23, 1999, shall become first exercisable  ratably over a three\n(3) year period 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.  Notwithstanding the foregoing,  all options granted to an optionee under\nthis Plan will  become  exercisable  immediately  upon the  optionee's  death or\ndisability while serving on the Company's Board of Directors.\n\n     (d) Death; Disability;  Resignation. In the event of an optionee's death or\ndisability  while  serving on the  Company's  Board of  Directors,  all  options\ngranted to that optionee under this Plan may be exercised by the optionee or the\noptionee's  estate  for a period  of one (1) year  after  the date on which  the\noptionee  ceases  to serve on the  Company's  Board  and will  terminate  if not\nexercised  during such period,  subject to  termination on the expiration of the\nstated term of the option, if earlier. If an optionee resigns from the Company's\nBoard of Directors or declines to stand for reelection, options that have become\nexercisable  through the last date on which the optionee serves on the Company's\nBoard may be  exercised  for a period of three (3)  months  thereafter  and will\nterminate if not exercised  during such period,  subject to  termination  on the\nexpiration  of the stated  term of the  option,  if  earlier.  If an optionee is\nremoved  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 the\noptionee's  death or incapacity or any person who acquires the right to exercise\nthis option by reason of the optionee's  death under the optionee's  will or the\nlaws of intestate succession.\n\n     (e) Withholding and Employment Taxes. At the time of exercise of an option,\nthe  optionee  shall  remit to the  Company  in cash the  amount  of any and all\napplicable federal and state withholding and employment taxes.\n\n\n\n                                       31\n\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,  the\nnumber of shares of Common Stock  covered by this Plan as provided in Section 5,\nthe 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.'\n\n     (b) In the event of (i) a dissolution or liquidation of the Company; (ii) a\nmerger  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\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 relate\nto stock or securities  of the Company,  such  adjustments  shall be made by the\nCompany'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 shall have\nany  rights by  reason  of any  subdivision  or  consolidation  of shares of the\ncapital  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 any\nway the right or power of the  Company to make  adjustments,  reclassifications,\nreorganizations  or changes of its capital or business  structure or to merge or\nconsolidate or to dissolve,  liquidate,  sell or transfer all or any part of its\nbusiness or assets.\n\n\n\n                                       32\n\n\n     10. Securities Law Requirements.\n\n     (a) The Administrator may require an individual as a condition of the grant\nand of the exercise of an option, to represent and establish to the satisfaction\nof the  Administrator  that all shares of Common  Stock to be acquired  upon the\nexercise of such option will be acquired for investment and not for resale.  The\nAdministrator  shall cause such legends to be placed on certificates  evidencing\nshares of Common Stock  issued upon  exercise of an option as, in the opinion of\nthe  Company's  counsel,  may  be  required  by  federal  and  applicable  state\nsecurities laws.\n\n     (b) No shares of Common  Stock  shall be issued  upon the  exercise  of any\noption unless and until counsel for the Company determines that: (i) the Company\nand the optionee have satisfied all applicable requirements under the Securities\nAct of 1933,  as amended (the  'Securities  Act') and the Exchange Act; (ii) any\napplicable  listing  requirement  of any stock  exchange on which the  Company's\nCommon  Stock is listed  has been  satisfied;  and  (iii)  all other  applicable\nprovisions 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     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.  However,  no options  shall be granted  under the\nPlan prior to the IPO Date.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       33\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-38242","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\/38242","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=38242"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38242"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38242"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38242"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}