{"id":38354,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-long-term-management-incentive-plan-blockbuster-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-long-term-management-incentive-plan-blockbuster-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-long-term-management-incentive-plan-blockbuster-inc.html","title":{"rendered":"1999 Long-Term Management Incentive Plan &#8211; Blockbuster Inc."},"content":{"rendered":"<pre>                                BLOCKBUSTER INC.\n\n                    1999 LONG-TERM MANAGEMENT INCENTIVE PLAN\n\n                                    ARTICLE I\n\n                                     GENERAL\n\n\nSECTION 1.1   PURPOSE.\n\n         The purpose of the Blockbuster Inc. 1999 Long-Term Management Incentive\nPlan (the 'Plan') is to benefit and advance the interests of Blockbuster Inc., a\nDelaware corporation (the 'Company'), and its subsidiaries by attracting and\nretaining employees, Non-Employee Directors and Advisors (as defined below) of\nthe Company and its subsidiaries, rewarding them for their contributions to the\nfinancial success of the Company and thereby motivating them to continue to make\nsuch contributions in the future.\n\nSECTION 1.2   DEFINITIONS.\n\n         As used in the Plan, the following terms shall have the following\nmeanings:\n\n         (a)  'Advisor' shall mean any person performing advisory or consulting\nservices for the Company or any subsidiary, with or without compensation, to\nwhom the Company chooses to make a Grant in accordance with the Plan; PROVIDED\nthat (i) BONA FIDE services must be rendered by such person; and (ii) such\nservices shall not be rendered in connection with the offer or sale of\nsecurities in a capital-raising transaction and do not directly or indirectly\npromote or maintain a market for the Company's securities.\n\n         (b)  'Agreement' shall mean the written agreement governing a Grant\nunder the Plan, in a form approved by the Committee, which shall contain terms\nand conditions not inconsistent with the Plan and which shall incorporate the\nPlan by reference.\n\n         (c)  'Appreciation Value' shall mean the excess, if any, of the Value\nof a Phantom Share on the applicable Valuation Date or date of termination of\nservice or of the Participant's death or Permanent Disability (as described in\nSection 5.5(a) hereof), as the case may be, over the Initial Value of such\nPhantom Share.\n\n         (d)  'Board' shall mean the Board of Directors of the Company.\n\n         (e)  'Code' shall mean the Internal Revenue Code of 1986, as amended,\nincluding any successor law thereto.\n\n\n                                      -1-\n\n\n\n\n         (f)  'Committee' shall mean the committee(s) appointed or designated by\nthe Board to administer the Plan in accordance with Section 1.3 of the Plan.\n\n         (g)  'Common Stock' shall mean shares of Class A Common Stock, par \nvalue $0.01 per share, of the Company.\n\n         (h)  'Date of Grant' shall mean the effective date of the Grant of the\nStock Options, Stock Appreciation Rights, Restricted Shares, Restricted Share\nUnits and\/or Phantom Shares as set forth in the applicable Agreement.\n\n         (i)  'Effective Date' shall have the meaning set forth in Article X.\n\n         (j)  'Exchange Act' shall mean the Securities Exchange Act of 1934, as\namended, including any successor law thereto.\n\n         (k)  'Fair Market Value' of a share of Common Stock on a given date\nshall be the closing price of a share of Common Stock on the New York Stock\nExchange or such other national securities exchange as may be designated by the\nCommittee, or, in the event that the Common Stock is not listed for trading on a\nnational securities exchange but is quoted on an automated quotation system, the\naverage closing bid per share of the Common Stock on such automated quotation\nsystem or, in the event that the Common Stock is not quoted on any such system,\nthe average of the closing bid prices per share of the Common Stock as furnished\nby a professional marketmaker making a market in the Common Stock designated by\nthe Committee. Notwithstanding the foregoing, with respect to any option granted\nin connection with the Company's initial public offering, the Fair Market Value\nof a share of Class A Common Stock shall mean the initial public offering price.\n\n         (l)  'Grant' shall mean a grant under the Plan which may consist of a\ngrant of Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted\nShare Units or Phantom Shares or a combination of any of the above.\n\n         (m)  'Initial Value' shall mean the value of a Phantom Share as\nspecified by the Committee as of the Date of Grant or the Value of a Phantom\nShare calculated as of the Date of Grant or such earlier date as the Committee\nmay determine.\n\n         (n)  'Non-Employee Director' shall mean a member of the Board of\nDirectors of the Company or any subsidiary who is not an employee of the\nCompany, the parent thereof or any subsidiary.\n\n         (o)  'Outstanding Phantom Share' shall mean a Phantom Share granted to \na Participant for which the Valuation Date has not yet occurred.\n\n\n                                       -2-\n\n\n\n\n         (p)  'Outstanding Stock Option' shall mean a Stock Option granted to a\nParticipant which has not yet been exercised and which has not yet expired or\nbeen terminated in accordance with its terms.\n\n         (q)  'Participant' shall mean any employee, Non-Employee Director or\nAdvisor who has met the eligibility requirements set forth in Section 1.4 hereof\nand to whom an outstanding Grant has been made under the Plan.\n\n         (r)  'Permanent Disability' shall have the same meaning as such term or\na similar term has in the long-term disability policy maintained by the Company,\nthe parent thereof or a subsidiary thereof for the Participant and that is in\neffect on the date of the onset of the Participant's Permanent Disability,\nunless the Committee determines otherwise, in its discretion, and sets forth an\nalternative definition in the applicable Agreement; PROVIDED, HOWEVER, with\nrespect to grants of Incentive Stock Options, permanent disability shall have\nthe meaning given it under the rules governing Incentive Stock Options under the\nCode. With respect to any Grant other than an Incentive Stock Option, to the\nextent that a Participant's employment agreement differs from the Plan with\nrespect to the meaning of disability, if such employment agreement has been\napproved by the Committee which granted the Stock Options, the definition\nincluded in such employment agreement shall govern. Anything in the Plan to the\ncontrary notwithstanding, 'Permanent Disability' is a term that shall apply only\nto Participants who are employees of the Company.\n\n         (s)  'Phantom Share' shall mean a contractual right granted to a\nParticipant pursuant to Article V to receive an amount equal to the Appreciation\nValue at such time, and subject to such terms and conditions, as are set forth\nin the Plan and the applicable Agreement.\n\n         (t)  'Restricted Share' shall mean a share of Common Stock granted to a\nParticipant pursuant to Article III, which is subject to the restrictions set\nforth in Section 3.3 hereof and to such other terms, conditions and restrictions\nas are set forth in the Plan and the applicable Agreement.\n\n         (u)  'Restricted Share Unit' shall mean a contractual right granted to \na Participant pursuant to Article IV to receive either Common Stock, a cash\npayment equal to the Fair Market Value of such Common Stock or a combination of\nCommon Stock and cash, subject to the terms and conditions as are set forth in\nthe Plan and in the applicable Agreement.\n\n         (v)  'Rule 16b-3' shall mean Rule 16b-3 promulgated under the Exchange\nAct, as amended from time to time, or any successor provision.\n\n         (w)  'Section 162(m)' shall mean Section 162(m) of the Code and the\nregulations promulgated thereunder from time to time.\n\n         (x)  'Section 162(m) Exception' shall mean the exception under Section\n162(m) for 'qualified performance-based compensation.'\n\n\n                                       -3-\n\n\n\n\n         (y)  'Stock Appreciation Right' shall mean a contractual right granted\nto a Participant pursuant to Article II to receive an amount determined in\naccordance with Section 2.5 of the Plan.\n\n         (z)  'Stock Option' shall mean a contractual right granted to a\nParticipant pursuant to Article II to purchase shares of Common Stock at such\ntime and price, and subject to such other terms and conditions, as are set forth\nin the Plan and the applicable Agreement. Stock Options may be 'Incentive Stock\nOptions' within the meaning of Section 422 of the Code or 'Non-Qualified Stock\nOptions' which do not meet the requirements of such Code section.\n\n         (aa) 'Termination for Cause' for Participants who are employees of the\nCompany and for Advisors, shall mean a termination of service with the Company\nor any of its subsidiaries which, as determined by the Committee, is by reason\nof (i) 'cause' as such term or a similar term is defined in any employment or\nconsulting agreement applicable to the Participant, or (ii) if there is no such\nemployment or consulting agreement or if such employment or consulting agreement\ncontains no such term, (x) dishonesty, conviction of a felony, or willful\nunauthorized disclosure of confidential information, (y) failure, neglect of or\nrefusal by a Participant to substantially perform the duties of such\nParticipant's service, or (z) any other act or omission which is materially\ninjurious to the financial condition or business reputation of the Company or\nany subsidiary thereof.\n\n              'Termination for Cause' for Participants who are Non-Employee\nDirectors shall mean removal from the Board for 'cause' in accordance with the\ncertificate of incorporation or by-laws of the Company, as amended from time to\ntime.\n\n         (bb) 'Valuation Date' shall mean the date on which the Appreciation\nValue of a Phantom Share shall be measured and fixed in accordance with Section\n5.2(a) hereof.\n\n         (cc) The 'Value' of a Phantom Share shall be determined by reference to\nthe 'average Fair Market Value' of a share of Common Stock. The 'average Fair\nMarket Value' on a given date of a share of Common Stock shall be determined\nover the 30-day period ending on such date or such other period as the Committee\nmay decide shall be applicable to a Grant of Phantom Shares, determined by\ndividing (i) by (ii), where (i) shall equal the sum of the Fair Market Values on\neach day that the Common Stock was traded and a closing price was reported on\nsuch national securities exchange or on such automated quotation system or by\nsuch marketmaker, as the case may be, during such period, and (ii) shall equal\nthe number of days, as determined by the Committee for the purposes of\ndetermining the average Fair Market Value for such Phantom Shares, on which the\nCommon Stock was traded and a closing price was reported on such national\nsecurities exchange or on such automated quotation system or by such\nmarketmaker, as the case may be, during such period.\n\n         (dd) To 'vest' a Stock Option, Stock Appreciation Right, Restricted\nShare, Restricted Share Unit or Phantom Share held by a Participant shall mean,\nwith respect to a Stock Option or Stock Appreciation Right, to render such Stock\nOption or Stock Appreciation Right exercisable, subject to the terms of the Plan\nor the Agreement, and, in the case of a Restricted Share, Restricted\n\n\n                                       -4-\n\n\n\n\nShare Unit or Phantom Share, to render such Restricted Share, Restricted Share\nUnit or Phantom Share nonforfeitable.\n\nSECTION 1.3   ADMINISTRATION OF THE PLAN.\n\n         The Plan shall be administered by the Board or by a Committee appointed\nby the Board, consisting of at least two members of the Board; PROVIDED that (i)\nwith respect to any Grant that is intended to satisfy the requirements of Rule\n16b-3, such Committee shall consist of at least such number of directors as is\nrequired from time to time by Rule 16b-3, and each such Committee member shall\nsatisfy the qualification requirements of such rule; and (ii) with respect to\nany Grant that is also intended to satisfy the requirements of the Section\n162(m) Exception, such Committee shall consist of at least such number of\ndirectors as is required from time to time to satisfy the Section 162(m)\nException, and each such Committee member shall satisfy the qualification\nrequirements of such exception. The Committee shall adopt such rules as it may\ndeem appropriate in order to carry out the purpose of the Plan. All questions of\ninterpretation, administration and application of the Plan shall be determined\nby a majority of the members of the Committee then in office, except that the\nCommittee may authorize any one or more of its members, or any officer of the\nCompany, to execute and deliver documents on behalf of the Committee. The\ndetermination of such majority shall be final and binding as to all matters\nrelating to the Plan. The Committee shall have authority to select Participants\nfrom among the class of eligible persons specified in Section 1.4 below and to\ndetermine the number of Stock Options, Stock Appreciation Rights, Restricted\nShares, Restricted Share Units or Phantom Shares (or combination thereof) to be\ngranted to each Participant; PROVIDED, HOWEVER, no member of the Committee shall\nparticipate in such decisions contemplated by this Section 1.3 if it relates to\na Grant made on his or her behalf. The Committee shall also have the authority\nto amend the terms of any outstanding Grant or waive any conditions or\nrestrictions applicable to any Grant; PROVIDED, HOWEVER, that no amendment shall\nimpair the rights of the holder thereof. With respect to any restrictions in the\nPlan or in any Agreement that are based on the requirements of Rule 16b-3,\nSection 422 of the Code, the Section 162(m) Exception, the rules of any exchange\nupon which the Company's securities are listed, or any other applicable law,\nrule or restriction to the extent that any such restrictions are no longer\nrequired, the Committee shall have the sole discretion and authority to make\nGrants that are not subject to such restrictions and\/or to waive any such\nrestrictions with respect to outstanding Grants.\n\nSECTION 1.4   ELIGIBLE PERSONS.\n\n         Grants may be awarded to any employee, Non-Employee Director or Advisor\nof the Company or any of its subsidiaries selected by the Committee, PROVIDED\nthat only employees shall be eligible to receive Incentive Stock Options.\n\n\n                                       -5-\n\n\n\n\nSECTION 1.5   COMMON STOCK SUBJECT TO THE PLAN.\n\n         The total aggregate number of shares of Common Stock that may be\ndistributed under the Plan (whether reserved for issuance upon grant of Stock\nOptions or Stock Appreciation Rights or granted as Restricted Shares or\nRestricted Share Units) shall be 25,000,000, subject to adjustment pursuant to\nArticle VI hereof. The shares of Common Stock shall be made available from\nauthorized but unissued Common Stock or from Common Stock issued and held in the\ntreasury of the Company. The delivery of shares of Common Stock upon exercise of\na Stock Option or Stock Appreciation Right in any manner and the vesting of\nRestricted Shares or Restricted Share Units shall result in a decrease in the\nnumber of shares which thereafter may be issued for purposes of this Section\n1.5, by the number of shares as to which the Stock Option or Stock Appreciation\nRight is exercised or by the number of Restricted Shares or Restricted Share\nUnits which vest. To the extent permitted by law or the rules and regulations of\nany stock exchange on which the Common Stock is listed, shares of Common Stock\nwith respect to which Stock Options and Stock Appreciation Rights expire, are\ncanceled without being exercised or are otherwise terminated or, in the case of\nStock Appreciation Rights or Restricted Share Units, are exercised for cash, may\nbe regranted under the Plan. Restricted Shares or Restricted Share Units that\nare forfeited for any reason shall not be deemed granted for purposes of this\nSection 1.5 and may thereafter be regranted under the Plan.\n\nSECTION 1.6   LIMIT ON GRANTS TO PARTICIPANTS.\n\n         The maximum aggregate number of (i) shares of Common Stock that may be\ngranted under the Plan (whether reserved for issuance upon grant of Stock\nOptions or Stock Appreciation Rights or granted as Restricted Shares or\nRestricted Share Units) and (ii) Phantom Shares or Restricted Share Units that\nmay be granted under the Plan to any Participant during the five-year period\nstarting on the Effective Date of the Plan is 5,000,000.\n\nSECTION 1.7   AGREEMENTS.\n\n   \n         Each Agreement (i) shall state the Date of Grant and the name of \nthe Participant, (ii) shall specify the terms of the Grant, (iii) shall be \nsigned by the Participant and a person designated by the Committee, (iv) \nshall incorporate the Plan by reference and (v) shall be delivered to the \nParticipant. The Agreement shall contain such other terms and conditions as \nare required by the Plan and, in addition, such other terms not inconsistent \nwith the Plan as the Committee may deem advisable. The Committee shall have \nthe authority to require that any Agreement relating to a Grant in a \njurisdiction outside of the United States contain such terms as are required \nby local law in order to constitute a valid grant under the laws of such \njurisdiction. Such authority shall be notwithstanding the fact that the \nrequirements of the local jurisdiction may be more restrictive than the terms \nset forth in the plan. \n    \n\n\n                                       -6-\n\n\n\n\n                                   ARTICLE II\n\n                     PROVISIONS APPLICABLE TO STOCK OPTIONS\n\n\nSECTION 2.1   GRANTS OF STOCK OPTIONS.\n\n         The Committee may from time to time grant Stock Options on the terms\nand conditions set forth in the Plan and on such other terms and conditions as\nare not inconsistent with the purposes and provisions of the Plan, as the\nCommittee, in its discretion, may from time to time determine, and subject to\nsatisfaction of any performance goal requirements established by the Committee.\nEach Agreement covering a Grant of Stock Options shall specify the number of\nStock Options granted, the Date of Grant, the exercise price of such Stock\nOptions, whether such Stock Options are Incentive Stock Options or Non-Qualified\nStock Options, the period during which such Stock Options may be exercised and\nany vesting schedule, including any applicable performance goal requirements.\nAny Stock Option intended to qualify as an Incentive Stock Option that fails to\nso qualify will be deemed a Non-Qualified Stock Option.\n\nSECTION 2.2   EXERCISE PRICE.\n\n         The Committee shall establish the per share exercise price at the time\nany Stock Option is granted at such amount as the Committee shall determine;\nPROVIDED that, with respect to any Incentive Stock Option or any Stock Option\nintended to qualify for the Section 162(m) Exception, such exercise price shall\nnot be less than 100% of the Fair Market Value of a share of Common Stock on the\nDate of Grant; and PROVIDED FURTHER that, with respect to any Incentive Stock\nOption that is granted to a person holding more than 10% of the combined voting\npower of all the classes of common stock of the Company (or its parent or any\nsubsidiaries within the meaning of the Code), such exercise price shall not be\nless than 110% of the Fair Market Value of a share of Common Stock on the Date\nof Grant. The exercise price will be subject to adjustment in accordance with\nthe provisions of Article VI of the Plan.\n\nSECTION 2.3   EXERCISE OF STOCK OPTIONS.\n\n         (a)  EXERCISABILITY. Stock Options shall be exercisable only to the\nextent the Participant is vested therein, subject to any restrictions that the\nCommittee shall determine and specify in the applicable Agreement (or any\nemployment or consulting agreement applicable to the Participant). A Participant\nshall vest in Stock Options over such time and in such increments as the\nCommittee shall determine and specify in a vesting schedule set forth in the\napplicable Agreement (or any employment or consulting agreement applicable to\nthe Participant). The Committee may, however, in its sole discretion, accelerate\nthe time at which a Participant vests in his Stock Options.\n\n\n                                       -7-\n\n\n\n\n         (b)  OPTION PERIOD. For each Stock Option granted, the Committee shall\nspecify the period during which the Stock Option may be exercised; PROVIDED,\nHOWEVER, that anything in the Plan or in the applicable Agreement to the\ncontrary notwithstanding:\n\n              (i)       LATEST EXERCISE DATE. No Stock Option granted under the \n         Plan shall be exercisable after the tenth anniversary of the Date of\n         Grant thereof.\n\n              (ii)      REGISTRATION RESTRICTIONS. A Stock Option shall not be\n         exercisable, no transfer of shares of Common Stock shall be made to any\n         Participant, and any attempt to exercise a Stock Option or to transfer\n         any such shares shall be void and of no effect, unless and until (A) a\n         registration statement under the Securities Act of 1933, as amended,\n         has been duly filed and declared effective pertaining to the shares of\n         Common Stock subject to such Stock Option, and the shares of Common\n         Stock subject to such Stock Option have been duly qualified under\n         applicable Federal or state securities or blue sky laws or (B) the\n         Committee, in its sole discretion, determines, or the Participant, upon\n         the request of the Committee, provides an opinion of counsel\n         satisfactory to the Committee, that such registration or qualification\n         is not required as a result of the availability of an exemption from\n         registration or qualification under such laws. Without limiting the\n         foregoing, if at any time the Committee shall determine, in its sole\n         discretion, that the listing, registration or qualification of the\n         shares of Common Stock subject to such Stock Option is required under\n         any federal or state law or on any securities exchange or the consent\n         or approval of any governmental regulatory body is necessary or\n         desirable as a condition of, or in connection with, delivery or\n         purchase of such shares pursuant to the exercise of a Stock Option,\n         such Stock Option shall not be exercised in whole or in part unless and\n         until such listing, registration, qualification, consent or approval\n         shall have been effected or obtained free of any conditions not\n         acceptable to the Committee.\n\n         (c)  EXERCISE IN THE EVENT OF TERMINATION OF SERVICE FOR PARTICIPANTS\nOTHER THAN NON-EMPLOYEE DIRECTORS.\n\n              (i)       TERMINATION OF SERVICE OTHER THAN A TERMINATION FOR \n         CAUSE OR DUE TO DEATH OR PERMANENT DISABILITY. In the event that (A)\n         such Participant's service with the Company or any of its subsidiaries\n         ends by reason of a voluntary termination by the Participant or due to\n         termination by the Company or any of its subsidiaries other than due to\n         a Termination for Cause, the Participant's Outstanding Stock Options\n         may be exercised, to the extent then exercisable, for a period of six\n         months after the date of termination or such longer period, not in\n         excess of twelve months following the date of termination, as\n         determined by the Committee, (B) such Participant dies during a period\n         during which his Stock Options could have been exercised by him, his\n         Outstanding Stock Options may be exercised, to the extent exercisable,\n         at the date of death by the person who acquired the right to exercise\n         such Stock Options by will or the laws of descent and distribution or\n         permitted transfer for a period of twelve months following the date of\n         death or such longer period as may be determined by the Committee, in\n         its discretion, prior to the expiration of such twelve-month period),\n         or (C)\n\n\n                                       -8-\n\n\n\n\n         the Permanent Disability of such Participant occurs, his Outstanding\n         Stock Options may be exercised, to the extent exercisable, upon the\n         date of the onset of such Permanent Disability for a period of twelve\n         months following such date or such longer period, not in excess of\n         twenty-four months following the date of the Permanent Disability, as\n         may be determined by the Committee, in its discretion. Upon the\n         occurrence of an event described in clause (A), (B) or (C) of this\n         Section 2.3(c)(i), all rights with respect to Stock Options that are\n         not vested as of such event will be relinquished.\n\n              (ii)      TERMINATION FOR CAUSE. If such Participant's service \n         with the Company or any of its subsidiaries ends due to a Termination\n         for Cause then, unless the Committee in its discretion determines\n         otherwise, all Outstanding Stock Options, whether or not then vested,\n         shall terminate effective as of the date of such termination.\n\n              (iii)     MAXIMUM EXERCISE PERIOD. Anything in this Section 2.3(c)\n         to the contrary notwithstanding, no Stock Option shall be exercisable\n         after the earlier to occur of (A) the expiration of the option period\n         set forth in the applicable Agreement or (B) the tenth anniversary of\n         the Date of Grant thereof.\n\n              (iv)      MINIMUM EXERCISE PERIOD. With respect to a termination\n         described in Section 2.3(c)(i)(A) only, the Committee may establish a\n         shorter exercise period for Incentive Stock Options of not less than\n         three months following the date of termination.\n\n         (d)  EXERCISE IN THE EVENT OF TERMINATION OF SERVICE FOR NON-EMPLOYEE\nDIRECTORS.\n\n              (i)       TERMINATION OF SERVICE FOR ANY REASON OTHER THAN A \n         TERMINATION FOR CAUSE. In the event that a Non-Employee Director ceases\n         to be a member of the Board for any reason other than due to a\n         Termination for Cause, the Non-Employee Director may exercise any\n         Outstanding Stock Options for a period of twelve months following the\n         date of such termination, but only to the extent such Outstanding\n         Options were vested on the date of such termination. The Non-Employee\n         Director shall relinquish all rights with respect to Stock Options that\n         are not vested as of the date of such termination of service.\n\n              (ii)      TERMINATION FOR CAUSE. In the event that a Non-Employee\n         Director ceases to be a member of the Board due to a Termination for\n         Cause then, unless the Committee, in its discretion, determines\n         otherwise, all Outstanding Stock Options, whether or not then vested,\n         shall terminate effective as of the date of such termination.\n\n              (iii)     MAXIMUM EXERCISE PERIOD. Anything in this Section 2.3(d)\n         to the contrary notwithstanding, no Stock Option shall be exercisable\n         after the earlier to occur of (A) the expiration of the option period\n         set forth in the applicable Agreement or (B) the tenth anniversary of\n         the Date of Grant thereof.\n\n\n                                       -9-\n\n\n\n\nSECTION 2.4   PAYMENT OF PURCHASE PRICE UPON EXERCISE.\n\n         Every share purchased through the exercise of a Stock Option shall be\npaid for in full at the time of exercise in cash or, in the discretion of the\nCommittee, in shares of Common Stock (PROVIDED that such shares of Common Stock\nhave been held for at least six months by the Participant) or other securities\nof the Company designated by the Committee, in a combination of cash, shares or\nsuch other securities or in any other form of valid consideration that is\nacceptable to the Committee in its sole discretion.\n\nSECTION 2.5   STOCK APPRECIATION RIGHTS.\n\n         The Committee may grant Stock Appreciation Rights only in tandem with a\nStock Option, either at the time of Grant or by amendment at any time prior to\nthe exercise, expiration or termination of such Stock Option. Each Stock\nAppreciation Right shall be subject to the same terms and conditions as the\nrelated Stock Option and shall be exercisable only at such times and to such\nextent as the related Stock Option is exercisable. A Stock Appreciation Right\nshall entitle the holder to surrender to the Company the related Stock Option\nunexercised and receive from the Company in exchange therefor an amount equal to\nthe excess of the Fair Market Value of the shares of Common Stock subject to\nsuch Stock Option, determined as of the day preceding the surrender of such\nStock Option, over the Stock Option aggregate exercise price. Such amount shall\nbe paid in cash or, in the discretion of the Committee, in shares of Common\nStock or other securities of the Company designated by the Committee or in a\ncombination of cash, shares or such other securities.\n\n\n                                   ARTICLE III\n\n                   PROVISIONS APPLICABLE TO RESTRICTED SHARES\n\n\nSECTION 3.1   GRANTS OF RESTRICTED SHARES.\n\n         The Committee may from time to time grant Restricted Shares on the\nterms and conditions set forth in the Plan and on such other terms and\nconditions as are not inconsistent with the purposes and provisions of the Plan,\nas the Committee, in its discretion, may from time to time determine. Each\nAgreement covering a Grant of Restricted Shares shall specify the number of\nRestricted Shares granted, the Date of Grant, the price, if any, to be paid by\nthe Participant for such Restricted Shares and the vesting schedule (as provided\nfor in Section 3.2 hereof) for such Restricted Shares, including any applicable\nperformance goal requirements.\n\nSECTION 3.2   VESTING.\n\n         The Committee shall establish the vesting schedule applicable to\nRestricted Shares granted hereunder, which vesting schedule shall specify the\nperiod of time, the increments in which a\n\n\n                                      -10-\n\n\n\n\nParticipant shall vest in the Grant of Restricted Shares and any applicable\nperformance goal requirements, subject to any restrictions that the Committee\nshall determine and specify in the applicable Agreement.\n\nSECTION 3.3   RIGHTS AND RESTRICTIONS GOVERNING RESTRICTED SHARES.\n\n         As of the Date of Grant of Restricted Shares, one or more certificates\nrepresenting the appropriate number of shares of Common Stock granted to a\nParticipant shall be registered in his name but shall be held by the Company for\nthe account of the Participant. The Participant shall have all rights of a\nholder as to such shares of Common Stock (including, to the extent applicable,\nthe right to receive dividends and to vote), subject to the following\nrestrictions: (a) the Participant shall not be entitled to delivery of\ncertificates representing such shares of Common Stock until such shares have\nvested; (b) none of the Restricted Shares may be sold, transferred, assigned,\npledged or otherwise encumbered or disposed of until such shares have vested;\nand (c) except as otherwise provided in Section 3.6 below, all unvested\nRestricted Shares shall be immediately forfeited upon a Participant's\ntermination of service with the Company or any subsidiary for any reason.\n\nSECTION 3.4   ADJUSTMENT WITH RESPECT TO RESTRICTED SHARES.\n\n         Any other provision of the Plan to the contrary notwithstanding, the\nCommittee may, in its discretion, at any time accelerate the date or dates on\nwhich Restricted Shares vest. The Committee may, in its sole discretion, remove\nany and all restrictions on such Restricted Shares whenever it may determine\nthat, by reason of changes in applicable law, the rules of any stock exchange on\nwhich the Common Stock is listed or other changes in circumstances arising after\nthe Date of Grant, such action is appropriate.\n\nSECTION 3.5   DELIVERY OF RESTRICTED SHARES.\n\n         On the date on which Restricted Shares vest, all restrictions contained\nin the Agreement covering such Restricted Shares and in the Plan shall lapse as\nto such Restricted Shares. One or more stock certificates for the appropriate\nnumber of shares of Common Stock, free of the restrictions set forth in the Plan\nand applicable Agreement, shall be delivered to the Participant or such shares\nshall be credited to a brokerage account if the Participant so directs;\nPROVIDED, HOWEVER, that such certificates shall bear such legends as the\nCommittee, in its sole discretion, may determine to be necessary or advisable in\norder to comply with applicable federal or state securities laws.\n\nSECTION 3.6   TERMINATION OF SERVICE.\n\n         In the event that the Participant's service with the Company or any of\nits subsidiaries ends for any reason prior to the date or dates on which\nRestricted Shares vest, the Participant shall forfeit all unvested Restricted\nShares as of the date of such event, unless, other than due to a Termination for\nCause, the Committee determines that the circumstances in the particular case so\nwarrant and provides that some or all of such Participant's unvested Restricted\nShares shall vest as of the date of\n\n\n                                      -11-\n\n\n\n\nsuch event, in which case certificates representing such shares shall be\ndelivered, in accordance with Section 3.5 above, to the Participant or in the\ncase of the Participant's death, to the person or persons who acquired the right\nto receive such certificates by will or the laws of descent and distribution.\n\n\n                                   ARTICLE IV\n\n                 PROVISIONS APPLICABLE TO RESTRICTED SHARE UNITS\n\n\nSECTION 4.1   GRANTS OF RESTRICTED SHARE UNITS.\n\n         The Committee may from time to time grant Restricted Share Units on the\nterms and conditions set forth in the Plan and on such other terms and\nconditions as are not inconsistent with the purposes and provisions of the Plan\nas the Committee, in its discretion, may from time to time determine. Each\nRestricted Share Unit awarded to a Participant shall correspond to one share of\nCommon Stock. Each Agreement covering a Grant of Restricted Share Units shall\nspecify the number of Restricted Share Units granted and the vesting schedule\n(as provided for in Section 4.2 hereof) for such Restricted Share Units,\nincluding any applicable performance goal requirements.\n\nSECTION 4.2   VESTING.\n\n         The Committee shall establish the vesting schedule applicable to\nRestricted Share Units granted hereunder, which vesting schedule shall specify\nthe period of time, the increments in which a Participant shall vest in the\nGrant of Restricted Share Units and any applicable performance goal\nrequirements, subject to any restrictions that the Committee shall determine and\nspecify in the applicable Agreement.\n\nSECTION 4.3   ADJUSTMENT WITH RESPECT TO RESTRICTED SHARE UNITS.\n\n         Any other provision of the Plan to the contrary notwithstanding, the\nCommittee may, in its discretion, at any time accelerate the date or dates on\nwhich Restricted Share Units vest.\n\nSECTION 4.4   SETTLEMENT OF RESTRICTED SHARE UNITS.\n\n         On the date on which Restricted Share Units vest, all restrictions\ncontained in the Agreement covering such Restricted Share Units and in the Plan\nshall lapse as to such Restricted Share Units and the Restricted Stock Units\nwill be payable, at the discretion of the Committee, in Common Stock, in cash\nequal to the Fair Market Value of the shares subject to such Restricted Share\nUnits or in a combination of Common Stock and cash. In the event the Restricted\nShare Units are paid in Common Stock, one or more stock certificates for the\nappropriate number of shares of Common Stock, free of the restrictions set forth\nin the Plan and applicable Agreement, shall be delivered to the Participant or\nsuch shares shall be credited to a brokerage account if the Participant so\ndirects;\n\n\n                                      -12-\n\n\n\n\nPROVIDED, HOWEVER, that such certificates shall bear such legends as the\nCommittee, in its sole discretion, may determine to be necessary or advisable in\norder to comply with applicable federal or state securities laws.\n\nSECTION 4.5   TERMINATION OF SERVICE.\n\n         In the event that the Participant's service with the Company or any of\nits subsidiaries ends for any reason prior to the date or dates on which\nRestricted Share Units vest, the Participant shall forfeit all unvested\nRestricted Share Units as of the date of such event, unless, other than due to a\nTermination for Cause, the Committee determines that the circumstances in the\nparticular case so warrant and provides that some or all of such Participant's\nunvested Restricted Share Units shall vest as of the date of such event, in\nwhich case, in the discretion of the Committee, either certificates representing\nshares of Common Stock or a cash payment equal to the Fair Market Value of the\nshares of Common Stock, shall be delivered in accordance with Section 4.4 above,\nto the Participant or in the case of the Participant's death, to the person or\npersons who acquired the right to receive such certificates by will or the laws\nof descent and distribution.\n\n\n                                    ARTICLE V\n\n                     PROVISIONS APPLICABLE TO PHANTOM SHARES\n\n\nSECTION 5.1   GRANTS OF PHANTOM SHARES.\n\n         The Committee may from time to time grant Phantom Shares, the value of\nwhich is determined by reference to a share of Common Stock, on the terms and\nconditions set forth in the Plan and on such other terms and conditions as are\nnot inconsistent with the purposes and provisions of the Plan as the Committee,\nin its discretion, may from time to time determine. Each Agreement covering a\nGrant of Phantom Shares shall specify the number of Phantom Shares granted, the\nInitial Value of such Phantom Shares, the Valuation Dates, the number of Phantom\nShares whose Appreciation Value shall be determined on each such Valuation Date,\nany applicable vesting schedule (as provided for in Section 5.3 hereof) for such\nPhantom Shares, and any applicable limitation on payment (as provided for in\nSection 5.4 hereof) for such Phantom Shares.\n\nSECTION 5.2   APPRECIATION VALUE.\n\n         (a)  VALUATION DATES; MEASUREMENT OF APPRECIATION VALUE. The Committee\nshall provide in the Agreement for one or more Valuation Dates on which the\nAppreciation Value of the Phantom Shares granted pursuant to the Agreement shall\nbe measured and fixed, and shall designate in the Agreement the number of such\nPhantom Shares whose Appreciation Value is to be calculated on each such\nValuation Date.\n\n\n                                      -13-\n\n\n\n\n         (b)  PAYMENT OF APPRECIATION VALUE. Except as otherwise provided in\nSection 5.5 hereof, and subject to the limitation contained in Section 5.4\nhereof, the Appreciation Value of a Phantom Share shall be paid to a Participant\nin cash in a lump sum as soon as practicable following the Valuation Date\napplicable to such Phantom Share.\n\nSECTION 5.3   VESTING.\n\n         The Committee may, in its discretion, provide in the Agreement that\nPhantom Shares granted thereunder shall vest (subject to such terms and\nconditions as the Committee may provide in the Agreement) over such period of\ntime, from the Date of Grant, as may be specified in a vesting schedule\ncontained therein.\n\nSECTION 5.4   LIMITATION ON PAYMENT.\n\n         The Committee may, in its discretion, establish and set forth in the\nAgreement a maximum dollar amount payable under the Plan for each Phantom Share\ngranted pursuant to such Agreement.\n\nSECTION 5.5   TERMINATION OF SERVICE, DEATH OR PERMANENT DISABILITY.\n\n         (a)  TERMINATION OF SERVICE OTHER THAN A TERMINATION FOR CAUSE, OR DUE\nTO DEATH OR PERMANENT DISABILITY. If, before the occurrence of one or more\nValuation Dates applicable to the Participant's Outstanding Phantom Shares, the\nParticipant's service with the Company or any of its subsidiaries ends by reason\nof (i) a voluntary termination by the Participant or a termination by the\nCompany or any of its subsidiaries other than due to a Termination for Cause or\n(ii) the Participant's death or, in the case of a Participant who is an\nemployee, Permanent Disability, then, unless the Committee, in its discretion,\ndetermines otherwise, the Appreciation Value of each Outstanding Phantom Share\nas to which the Participant's rights are vested as of the date of such event\nshall be the lesser of (x) the Appreciation Value of such Phantom Share\ncalculated as of the date of such event or (y) the Appreciation Value of such\nPhantom Share calculated as of the originally scheduled Valuation Date\napplicable thereto. Unless the Committee, in its discretion determines\notherwise, the Appreciation Value so determined for each such vested Outstanding\nPhantom Share shall then be payable to the Participant or the Participant's\nestate following the originally scheduled Valuation Date applicable thereto in\naccordance with Section 5.2(b) hereof. Upon the occurrence of an event described\nin this Section 5.5(a), all rights with respect to Phantom Shares that are not\nvested as of such date will be relinquished.\n\n         (b)  TERMINATION FOR CAUSE. If a Participant's service with the Company\nor any of its subsidiaries ends due to a Termination for Cause, then, unless the\nCommittee, in its discretion, determines otherwise, all Outstanding Phantom\nShares, whether or not vested, and any and all rights to the payment of\nAppreciation Value with respect to such Outstanding Phantom Shares shall be\nforfeited effective as of the date of such termination.\n\n\n                                      -14-\n\n\n\n\n                                   ARTICLE VI\n\n                       EFFECT OF CERTAIN CORPORATE CHANGES\n\n\n         In the event of a merger, consolidation, stock-split, dividend,\ndistribution, combination, reclassification or recapitalization that changes the\ncharacter or amount of the Common Stock, the Committee shall make such\nadjustments to (i) the number and kind of shares of Common Stock subject to any\nStock Options or Stock Appreciation Rights or the number and kind of Restricted\nShares, Restricted Share Units or Phantom Shares granted to each Participant,\n(ii) the exercise price of any Outstanding Stock Options or Stock Appreciation\nRights or the Initial Value of any Outstanding Phantom Shares, and (iii) the\nmaximum number of shares of Common Stock referred to in Section 1.5 and Section\n1.6 of the Plan, in each case, as it deems appropriate. Such determinations\nshall be conclusive and binding for all purposes.\n\n\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n\nSECTION 7.1   NO RIGHTS TO GRANTS OR CONTINUED SERVICE.\n\n         Neither the adoption of this Plan nor any action of the Board or the\nCommittee shall be deemed to give any person any right to a Grant or any other\nrights except as may be evidenced by an Agreement, or any amendment thereto,\nduly authorized by the Committee and executed on behalf of the Company, and then\nonly to the extent and upon the terms and conditions expressly set forth\ntherein. Neither the Plan nor any action taken hereunder shall be construed as\ngiving any employee, Non-Employee Director or Advisor, any right to be retained\nby the Company or any of its subsidiaries nor the right to be nominated,\nreelected or retained as a member of the Board for any period of time or at any\nparticular rate of compensation.\n\nSECTION 7.2   RESTRICTION ON TRANSFER.\n\n         The rights of a Participant with respect to Stock Options, Stock\nAppreciation Rights, Restricted Shares, Restricted Share Units or Phantom Shares\nshall not be transferable by the Participant to whom such Stock Options, Stock\nAppreciation Rights, Restricted Shares, Restricted Share Units or Phantom Shares\nare granted, except by will or the laws of descent and distribution.\n\n\n                                      -15-\n\n\n\n\nSECTION 7.3   TAXES.\n\n         The Company or a subsidiary thereof, as appropriate, shall have the\nright to deduct from all payments made under the Plan to a Participant or to a\nParticipant's estate any federal, state, local or other taxes required by law to\nbe withheld with respect to such payments. The Committee, in its discretion, may\nrequire, as a condition to the exercise of any Stock Option or Stock\nAppreciation Right or delivery of any certificate(s) for shares of Common Stock,\nthat an additional amount be paid in cash equal to the amount of any federal,\nstate, local or other taxes owed as a result of such exercise. Any Participant\nwho makes an election under Section 83(b) of the Code to have his or her receipt\nof shares of Restricted Stock taxed in accordance with such election must give\nnotice to the Company of such election immediately upon making a valid election\nin accordance with the rules and regulations of the Code. Any such election must\nbe made in accordance with the rules and regulations of the Code.\n\nSECTION 7.4   STOCKHOLDER RIGHTS.\n\n         No Grant under the Plan shall entitle a Participant or a Participant's\nestate or permitted transferee to any rights of a holder of shares of common\nstock of the Company, except as provided in Article III with respect to\nRestricted Shares or when and until share certificates are delivered upon\nexercise of a Stock Option or when and until share certificates are delivered in\nsettlement of a Stock Appreciation Right or a Restricted Share Unit.\n\nSECTION 7.5   NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.\n\n         The Plan shall not affect in any way the right or power of the Company\nor its stockholders to make or authorize any or all adjustments,\nrecapitalization, reorganization or other changes in the Company's capital\nstructure or its business, or any merger or consolidation of the Company, or any\nissue of stock or of options, warrants or rights to purchase stock or of bonds,\ndebentures, preferred or prior preference stock whose rights are superior to or\naffect the Common Stock or the rights thereof or which are convertible into or\nexchangeable for Common Stock, or the dissolution or liquidation of the Company,\nor any sale or transfer of all or any part of its assets or business, or any\nother corporate act or proceeding, whether of a similar character or otherwise.\n\nSECTION 7.6   SOURCE OF PAYMENTS.\n\n         The general funds of the Company shall be the sole source of cash\nsettlements of Stock Appreciation Rights or Restricted Share Units under the\nPlan and payments of Appreciation Value and the Company shall not have any\nobligation to establish any separate fund or trust or other segregation of\nassets to provide for payments under the Plan. Nothing contained in this Plan,\nand no action taken pursuant to its provisions, shall create or be construed to\ncreate a trust of any kind, or a fiduciary relationship, between the Company and\na Participant or any other person. To the extent a person acquires any rights to\nreceive payments hereunder from the Company, such rights shall be no greater\nthan those of an unsecured creditor.\n\n\n                                      -16-\n\n\n\n\n                                  ARTICLE VIII\n\n                            AMENDMENT AND TERMINATION\n\n\n         The Plan may be terminated and may be altered, amended, suspended or\nterminated at any time, in whole or in part, by the Board; PROVIDED, HOWEVER,\nthat no alteration or amendment will be effective without stockholder approval\nif such approval is required by law or under the rules of the New York Stock\nExchange, the NASDAQ Stock Market or any stock exchange on which the Common\nStock is listed. No termination or amendment of the Plan may, without the\nconsent of the Participant to whom a grant has been made, adversely affect the\nrights of such Participant in the Stock Options, Stock Appreciation Rights,\nRestricted Shares, Restricted Share Units or Phantom Shares covered by such\nGrant. Unless previously terminated pursuant to this Article VIII, the Plan\nshall terminate on the fifth anniversary of the Effective Date (as defined\nbelow), and no further Grants may be awarded hereunder after such date.\n\n\n                                   ARTICLE IX\n\n                                 INTERPRETATION\n\n\nSECTION 9.1   GOVERNMENTAL REGULATIONS.\n\n         The Plan, and all Grants hereunder, shall be subject to all applicable\nrules and regulations of governmental or other authorities.\n\nSECTION 9.2   HEADINGS.\n\n         The headings of articles and sections herein are included solely for\nconvenience of reference and shall not affect the meaning of any of the\nprovisions of the Plan.\n\nSECTION 9.3   GOVERNING LAW.\n\n         The Plan and all rights hereunder shall be construed in accordance with\nand governed by the laws of the State of Delaware.\n\n\n                                      -17-\n\n\n\n\n                                    ARTICLE X\n\n                     EFFECTIVE DATE AND STOCKHOLDER APPROVAL\n\n\n         The Plan became effective upon its adoption by the Board and its\napproval by the stockholder of the Company on July 15, 1999.\n\n\n                                      -18-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9539,9546],"class_list":["post-38354","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_industries-media__rental","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38354","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=38354"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38354"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38354"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38354"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}