Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 9/26/00 – EX-10.18-2

On:  Tuesday, 9/26/00, at 5:27pm ET   ·   Accession #:  912057-0-42637   ·   File #:  333-35906

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    161    737K 
                          (General Form)                                         
 2: EX-4.5      Instrument Defining the Rights of Security Holders   132    197K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders   133    186K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders    44    168K 
 7: EX-10.10-1  Material Contract                                     24    106K 
 8: EX-10.10-2  Material Contract                                      4     16K 
 9: EX-10.10-3  Material Contract                                      3     16K 
10: EX-10.11    Material Contract                                     23    102K 
11: EX-10.12    Material Contract                                      4     16K 
12: EX-10.18-2  Material Contract                                      3     13K 
13: EX-10.19    Material Contract                                     10     45K 
14: EX-10.20-2  Material Contract                                      3     14K 
15: EX-10.25    Material Contract                                     15     62K 
 5: EX-10.7     Material Contract                                     21    120K 
 6: EX-10.9     Material Contract                                     26     94K 
16: EX-21.1     Subsidiaries of the Registrant                         1      6K 
17: EX-23.1     Consent of Experts or Counsel                          1      8K 
18: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     11K 

EX-10.18-2   —   Material Contract
Exhibit Table of Contents

EX-10.18-2
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                                                               EXHIBIT 10.18.2

FIRST AMENDMENT TO THE
DIGITALCONVERGENCE.:COM INC.
1999 STOCK OPTION PLAN

     THIS FIRST AMENDMENT TO THE DIGITALCONVERGENCE.:COM INC. 1999 STOCK
OPTION PLAN (this "Amendment") is made and adopted by DigitalConvergence.:Com   
Inc. (the "Company"), effective as of April 27, 2000.                           

PRELIMINARY STATEMENTS

A.       On September 1, 1999, the stockholders of the Company
approved, and on September 1, 1999 the Company adopted, the                     
DigitalConvergence.:Com Inc. 1999 Stock Option Plan (the "Plan"). Capitalized   
terms used but not otherwise defined herein shall have the meanings ascribed    
to them in the Plan.                                                            

  B.       The Board of Directors of the Company (the "Board") has
approved and hereby adopts this Amendment to increase the maximum aggregate     
number of shares of Common Stock, par value $.01 per share, of the Company      
(the "Common Stock"), in respect of which Options may be granted for all        
purposes under the Plan.                                                        

     C.       The Board has approved and hereby adopts this Amendment to
provide for the Plan to comply with Section 162(m) of the Code regarding        
limitations on the number of shares of Common Stock granted to an individual    
by Options per year.                                                            

 AMENDMENT

 A.       NOW, THEREFORE, the Plan is hereby amended as follows:

                 1.       The first sentence of Section 3 is hereby amended to
        read, in its entirety, as follows:

                         "Subject to the adjustments provided in Section 10,
                the maximum aggregate number of shares of Common Stock, $.01
                  par value, of the Company ("COMMON STOCK") in respect of which
                Options may be granted for all purposes under the Plan shall
be 12,375,000 shares."                      

                2.       The last sentence of the first paragraph in Section
                       10 is hereby amended to read, in its entirety, as
follows:                  

              "The maximum aggregate number of shares of Common Stock in
              respect of which Options may be granted under this Plan as
provided in Section 3 and the individual    

EX-10.18-2
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           limitation on awards as provided in Section 21 shall be
 subject to adjustment as contemplated above."

              3.       Section 21 is hereby inserted to read as follows:

"21.     INDIVIDUAL LIMITATIONS ON AWARDS.  

                     From and after a Qualifying Public Offering, no
                 person may be granted during any one year period Options with
              respect to more than 618,750 shares of Common Stock. If an
                Option is canceled, the canceled Option shall continue to be
                counted against the maximum number of shares of Common Stock
             for which Options may be granted to such Person under the
                 Plan. If, after the grant, the exercise price of an Option is
                  reduced, the transaction shall be treated as a cancellation of
                the Option and the grant of a new Option. In such case, both
                the Option that is deemed to be canceled and the Option that
               is deemed to be granted reduce the maximum number of shares
             for which Options may be granted to such Person under the
Plan."                                      

      B.       Except as expressly set forth herein, the Plan shall remain
in full force and effect without further amendment or modification.             

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    IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date  
first written above.                                                            

          DIGITALCONVERGENCE.:COM INC.

            By:          /s/ Michael Garin
                                    ------------------------------------------

        Name:        Michael Garin
                                    ------------------------------------------

    Title:       President
                                    ------------------------------------------

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Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/26/00							None on these Dates
		4/27/00		1
		9/1/99		1
									List all Filings