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-10.19 — Material Contract
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EXHIBIT 10.19
DIGITALCONVERGENCE.:COM INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE. The purpose of the DIGITALCONVERGENCE.:COM INC. Employee
Stock Purchase Plan (the "Plan") is to provide eligible employees with an
incentive to advance the interests of DIGITALCONVERGENCE.:COM INC. (the
"Company") by affording an opportunity to purchase stock of the Company at a
favorable price.
2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Compensation Committee of the Company (the "Committee") as appointed by the
Board of Directors of the Company (the "Board"). Subject to the provisions of
the Plan, the Committee shall interpret and construe the Plan and all options
granted under the Plan, shall make such rules as it deems necessary for the
proper administration of the Plan, shall make all other determinations
necessary or advisable for the administration of the Plan, including the
determination of eligibility to participate in the Plan and limitations on the
number of shares subject to a participant's option under the Plan, and shall
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any option granted under the Plan in the manner and to the
extent that the Committee deems desirable to carry the Plan or any option into
effect. The Committee shall, in its sole discretion exercised in good faith,
make such decisions or determinations and take such actions as it deems
appropriate, and all such decisions, determinations and actions taken or made
by the Committee pursuant to this and the other paragraphs of the Plan shall
be conclusive on all parties. The Committee shall not be liable for any
decision, determination or action taken in good faith in connection with the
administration of the Plan. The Committee may approve the use of a voice
response system through which Eligible Employees and the Committee may act
under the Plan, as an alternative to written forms, notices and elections.
3. PARTICIPATING COMPANIES. Each present and future parent or subsidiary
corporation of the Company (within the meaning of Sections 424(e) and (f) of
the Internal Revenue Code of 1986, as amended (the "Code")) that is eligible
by law to participate in the Plan shall be a "Participating Company" during
the period that such corporation is such a parent or subsidiary corporation;
provided, however, that the Committee may at any time and from time to time,
in its sole discretion, prevent or terminate a Participating Company's Plan
participation. Any Participating Company may, by appropriate action of its
Board of Directors, prevent or terminate its participation in the Plan.
Transfer of employment among the Company and Participating Companies (and
among any other parent or subsidiary corporation of the Company) shall not be
considered a termination of employment hereunder.
4. ELIGIBILITY. All employees of the Company and the Participating
Companies who have been continually employed by the Company or any
Participating Company (including any predecessor entity) for at least 6 months
(including any authorized leave of absence meeting the requirements of
Treasury Regulation Section 1.421-7(h)(2)) as of the applicable Date of Grant
(as defined in subparagraph 6(a)) and who are customarily employed at least 20
hours per week and at least 5 months per year shall be eligible to participate
in the Plan; provided, however, that no option shall be granted to an employee
if such employee, immediately after the option is granted, owns stock
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possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company or of its parent or subsidiary corporation
(within the meaning of Sections 423(b)(3) and 424(d) of the Code) ("Eligible
Employee").
5. STOCK SUBJECT TO THE PLAN. Subject to the provisions of paragraph 12
(relating to adjustment upon changes in stock), the aggregate number of shares
which may be sold pursuant to options granted under the Plan shall not exceed
1,000,000 shares of the authorized $.01 par value common stock of the Company
("Stock"), which shares may be unissued shares or reacquired shares or shares
bought on the market for purposes of the Plan. Should any option granted under
the Plan expire or terminate prior to its exercise in full, the shares
theretofore subject to such option may again be subject to an option granted
under the Plan. Any shares which are not subject to outstanding options upon
the termination of the Plan shall cease to be subject to the Plan.
6. GRANT OF OPTIONS. (a) GENERAL STATEMENT; "DATE OF GRANT"; "OPTION
PERIOD"; "DATE OF EXERCISE". Upon the effective date of the Plan, as provided
in Section 14, and continuing while the Plan remains in force, the Company
shall offer options under the Plan to all Eligible Employees to purchase
shares of Stock. Except as otherwise determined by the Committee and except as
provided below, these options shall be granted on the first day of January and
July of each year (each of which dates is herein referred to as a "Date of
Grant"). The term of each option, except as provided below, shall be for a
period of 6 months, ending on June 30 or December 31, as the case may be (each
such 6-month period is herein referred to as an "Option Period"), which shall
begin on a Date of Grant. The last day of each Option Period is herein
referred to as a "Date of Exercise." The term of the first Option Period shall
begin on the effective date of the Plan, as provided in Section 14, and shall
end on the following June 30. The first day of the first Option Period shall
be a Date of Grant and the last day of such Option Period shall be a Date of
Exercise. The number of shares subject to each option shall be the quotient
of the sum of the payroll deductions withheld on behalf of each participant
in accordance with subparagraph 6(b) and the payments made by such
participant pursuant to subparagraph 6(f) during the Option Period and any
amount carried forward from the preceding Option Period pursuant to
subparagraph 7(a), divided by the "Option Price" (as defined in subparagraph
7(b)) of the Stock, excluding all fractions; provided, however, that the
maximum number of shares that may be subject to any option may not exceed
10,000 shares (subject to adjustment as provided in paragraph 12).
(b) ELECTION TO PARTICIPATE; DEDUCTION AUTHORIZATION. Except as
provided in subparagraph 6(f), an Eligible Employee may participate in the
Plan only by means of payroll deduction. Except as provided in subparagraph
6(g), each Eligible Employee who elects to participate in the Plan shall
deliver to the Company, within the time period prescribed by the Committee, a
written payroll deduction authorization on a form prepared by the Committee
whereby he gives notice of his election to participate in the Plan as of the
next following Date of Grant, and whereby he designates an integral percentage
or specific amount (as determined by the Committee) of his "Eligible
Compensation" (as defined in subparagraph 6(d)) to be deducted from his
compensation for each pay period and credited to a book entry account
established in his name. The designated percentage or specific amount may not
result in a deduction during any payroll period of an amount less than $20.00.
The designated percentage or specific amount may not exceed either of the
following: (i) 25% of the amount of Eligible Compensation from which the
deduction is made;
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or (ii) an amount which will result in noncompliance with the limitations
stated in subparagraphs 6(a) or 6(e).
(c) CHANGES IN PAYROLL AUTHORIZATION. Except as provided in
subparagraph 8(a), the payroll deduction authorization referred to in
subparagraph 6(b) may not be changed during the Option Period.
(d) "ELIGIBLE COMPENSATION" DEFINED. The term "Eligible
Compensation" means the gross (before taxes are withheld) total of all wages,
salaries, commissions, overtime and bonuses received during the Option Period,
except that such term shall include elective contributions made on an
employee's behalf by the Company or a Participating Company that are not
includable in income under Section 125 or Section 402(e)(3) of the Code.
Notwithstanding the foregoing, "Eligible Compensation" shall not include (i)
employer contributions to or payments from any deferred compensation program,
whether such program is qualified under Section 401(a) of the Code (other than
amounts considered as employer contributions under Section 402(e)(3) of the
Code) or nonqualified, (ii) amounts realized from the receipt or exercise of a
stock option that is not an incentive stock option within the meaning of
Section 422 of the Code, (iii) amounts realized at the time property described
in Section 83 of the Code is freely transferable or no longer subject to a
substantial risk of forfeiture, (iv) amounts realized as a result of an
election described in Section 83(b) of the Code, and (v) any amount realized
as a result of a disqualifying disposition within the meaning of Section
421(b) of the Code.
(e) $25,000 LIMITATION. No Eligible Employee shall be granted an
option under the Plan to the extent such grant would permit his rights to
purchase Stock under the Plan and under all other employee stock purchase
plans of the Company and its parent and subsidiary corporations (as such terms
are defined in Section 424(e) and (f) of the Code) to accrue at a rate which
exceeds $25,000 of Fair Market Value of Stock (as defined in subparagraph
7(b)), determined at the time the option is granted, for each calendar year in
which any such option granted to such employee is outstanding at any time
(within the meaning of Section 423(b)(8) of the Code).
(f) LEAVES OF ABSENCE. During a paid leave of absence approved
by the Company and meeting the requirements of Treasury Regulation Section
1.421-7(h)(2), a participant's elected payroll deductions shall continue. If a
participant takes an unpaid leave of absence, then such participant may not
make additional contributions under the Plan while on unpaid leave of absence,
and the participant's payroll deductions for the applicable Option Period
shall remain subject to the Plan and used to exercise options on the next
following Date of Exercise.
(g) CONTINUING ELECTION. A participant (i) who has elected to
participate in the Plan pursuant to subparagraph 6(b) as of a Date of Grant
and (ii) who takes no action to change or revoke such election as of the next
following Date of Grant, shall be deemed to have made the same election,
including the same attendant payroll deduction authorization, for such next
following and/or subsequent Date(s) of Grant as was in effect for the Date of
Grant for which he made such election to participate. A participant who wants
to discontinue participation in the Plan for a subsequent Option Period shall
deliver to the Company a notice of withdrawal, on a form prepared by the
Committee, at least 30 days prior to the beginning of the Option Period.
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7. EXERCISE OF OPTIONS. (a) GENERAL STATEMENT. Each Eligible Employee
who is a participant in the Plan, automatically and without any act on his
part, shall be deemed to have exercised his option on each Date of Exercise to
the extent that the cash balance then in his account under the Plan is
sufficient to purchase at the "Option Price" (as defined in subparagraph 7(b))
whole shares of Stock. Any balance remaining in his account after payment of
the purchase price of those whole shares, to the extent the balance is
insufficient to purchase a whole share, shall be carried forward and used
towards the purchase of whole shares in the next following Option Period. To
the extent the balance remaining in his account after the payment of the
purchase price exceeds the value of a share at such time the entire remaining
balance shall be returned to the participant.
(b) "OPTION PRICE" DEFINED. The Option Price per share of Stock
to be paid by each optionee on each exercise of his option shall be an amount
equal to the lesser of 85% of the Fair Market Value of the Stock on the Date
of Exercise or on the Date of Grant. For all purposes under the Plan, the
"Fair Market Value" of a share of Stock means, for a particular day:
(i) If shares of Stock of the same class are listed or
admitted to unlisted trading privileges on any national or regional
securities exchange at the date of determining the Fair Market Value,
then the last reported sale price, regular way, on the composite tape
of that exchange on that business day or, if no such sale takes place
on that business day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to unlisted trading privileges on that securities exchange or,
if no such closing prices are available for that day, the last reported
sale price, regular way, on the composite tape of that exchange on the
last business day before the date in question; or
(ii) If shares of Stock of the same class are not listed
or admitted to unlisted trading privileges as provided in subparagraph
(i) and if sales prices for shares of Stock of the same class in the
over-the-counter market are reported by the National Association of
Securities Dealers, Inc. Automated Quotations, Inc. ("NASDAQ") National
Market System at the date of determining the Fair Market Value, then
the last reported sales price so reported on that business day or, if
no such sale takes place on that business day, the average of the high
bid and low asked prices so reported or, if no such prices are
available for that day, the last reported sale price so reported on the
last business day before the date in question; or
(iii) If shares of Stock of the same class are not listed
or admitted to unlisted trading privileges as provided in subparagraph
(i) and sales prices for shares of Stock of the same class are not
reported by the NASDAQ National Market System (or a similar system then
in use) as provided in subparagraph (ii), and if bid and asked prices
for shares of Stock of the same class in the over-the-counter market
are reported by NASDAQ (or, if not so reported, by the National
Quotation Bureau Incorporated) at the date of determining the Fair
Market Value, then the average of the high bid and low asked prices on
that business day or, if no such prices are available for that day, the
average of the high bid and low asked prices on the last business day
before the date in question; or
4
(iv) If shares of Stock of the same class are not listed
or admitted to unlisted trading privileges as provided in subparagraph
(i) and sales prices or bid and asked prices therefor are not reported
by NASDAQ (or the National Quotation Bureau Incorporated) as provided
in subparagraph (ii) or subparagraph (iii) at the date of determining
the Fair Market Value, then the value determined in good faith by the
Committee, which determination shall be conclusive for all purposes; or
(v) If shares of Stock of the same class are listed or
admitted to unlisted trading privileges as provided in subparagraph (i)
or sales prices or bid and asked prices therefor are reported by NASDAQ
(or the National Quotation Bureau Incorporated) as provided in
subparagraph (ii) or subparagraph (iii) at the date of determining the
Fair Market Value, but the volume of trading is so low that the Board
of Directors determines in good faith that such prices are not
indicative of the fair value of the Stock, then the value determined in
good faith by the Committee, which determination shall be conclusive
for all purposes notwithstanding the provisions of subparagraphs (i),
(ii) or (iii).
(c) DELIVERY OF SHARE CERTIFICATES. As soon as practicable after
each Date of Exercise, the Company shall issue one or more certificates
representing the total number of whole shares of Stock respecting exercised
options in the aggregate of all of the Eligible Employees hereunder. Any such
certificate shall be held by the Company (or its agent) and may be held in
street name. If the Company issues a certificate representing the shares of
more than one Eligible Employee, the Company shall keep accurate records of
the beneficial interests of each Eligible Employee in each such certificate by
means of a Company stock account. Each Eligible Employee shall be provided
with such periodic statements as may be directed by the Committee reflecting
all activity in any such Company stock account. In the event the Company is
required to obtain from any commission or agency authority to issue any such
certificate, the Company shall seek to obtain such authority. Inability of the
Company to obtain from any such commission or agency authority which counsel
for the Company deems necessary for the lawful issuance of any such
certificate shall relieve the Company from liability to any participant in the
Plan except to return to him the amount of the balance in his account. A
participant may, on the form prescribed by the Committee, request the Company
to deliver to such participant a certificate issued in his name representing
all or a part of the aggregate whole number of shares of Stock then held by
the Company on his behalf under the Plan. Further, upon the termination of an
participant's employment with the Company and its parent or subsidiary
corporations for any reason whatsoever, the Company shall deliver to such
employee a certificate issued in his name representing the aggregate whole
number of shares of Stock then held by the Company on his behalf under the
Plan. While shares of Stock are held by the Company (or its agent), such
shares may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of by the employee who has
purchased such shares; provided, however, that such restriction shall not
apply to the transfer of such shares of Stock pursuant to (i) a plan of
reorganization of the Company, but the stock, securities or other property
received in exchange therefor shall be held by the Company pursuant to the
provisions hereof or (ii) a divorce. The Committee may cause the Stock
certificates issued in connection with the exercise of options under the Plan
to bear such legend or legends, and the Committee may take such other actions,
as it deems appropriate in order to reflect the provisions of this
subparagraph 7(c) and to assure compliance with applicable securities laws.
Neither the Company nor the Committee shall have any
5
liability with respect to a delay in the delivery of a Stock certificate
pursuant to this subparagraph 7(c).
8. WITHDRAWAL FROM THE PLAN. (a) GENERAL STATEMENT. Any participant may
withdraw in whole from the Plan at any time prior to 30 days before the Date
of Exercise relating to a particular Option Period. Partial withdrawals shall
not be permitted. A participant who wishes to withdraw from the Plan must
timely deliver to the Company a notice of withdrawal on a form prepared by the
Committee. The Company, promptly following the time when the notice of
withdrawal is delivered, shall refund to the participant the amount of the
cash balance in his account under the Plan; and thereupon, automatically and
without any further act on his part, his payroll deduction authorization and
his interest in unexercised options under the Plan shall terminate.
(b) ELIGIBILITY FOLLOWING WITHDRAWAL. A participant who withdraws
from the Plan shall not be eligible to participate in the Plan during the then
current Option Period, but shall be eligible to participate again in the Plan
in a subsequent Option Period (provided that he is otherwise eligible to
participate in the Plan at such time and complies with the enrollment
procedures).
9. TERMINATION OF EMPLOYMENT. If the employment of a participant
terminates for any reason whatsoever (including death), his participation in
the Plan automatically and without any act on his part shall terminate as of
the date of the termination of his employment. The Company shall refund to him
the amount of the cash balance in his account under the Plan, and thereupon
his interest in unexercised options under the Plan shall terminate.
10. RESTRICTION UPON ASSIGNMENT OF OPTION. An option granted under the
Plan shall not be transferable otherwise than by will or the laws of descent
and distribution. Each option shall be exercisable, during his lifetime, only
by the employee to whom granted. The Company shall not recognize and shall be
under no duty to recognize any assignment or purported assignment by an
employee of his option or of any rights under his option, and any such attempt
may be treated by the Company as an election to withdraw from the Plan.
11. NO RIGHTS OF STOCKHOLDER UNTIL CERTIFICATE ISSUES. With respect to
shares of Stock subject to an option, a participant shall not be deemed to be
a stockholder, and he shall not have any of the rights or privileges of a
stockholder. A participant shall have the rights and privileges of a
stockholder upon, but not until, a certificate for shares has been issued
following exercise of his option. With respect to a participant's Stock held
by the Company (or its agent) pursuant to subparagraph 7(c), the Company
shall, as soon as practicable, pay the participant any cash dividends
attributable thereto and facilitate the participant's voting rights
attributable thereto.
12. CHANGES IN STOCK; ADJUSTMENTS. Whenever any change is made in the
Stock, by reason of a stock dividend or by reason of subdivision, stock split,
reverse stock split, recapitalization, reorganization, combinations,
reclassification of shares, or other similar change, appropriate action will
be taken by the Committee to adjust accordingly the number of shares subject
to the Plan, the maximum number of shares that may be subject to any option,
and the number and Option Price of shares subject to options outstanding under
the Plan.
6
Upon the occurrence of a Change in Control, unless a surviving
corporation assumes or substitutes new options (within the meaning of Section
424(a) of the Code) for all options then outstanding or the Committee elects
to continue the options then outstanding without change, the Date of Exercise
for all options then outstanding shall be accelerated to a date fixed by the
Committee prior to the effective date of such Change in Control.
"Change in Control" means the occurrence of any of the following
events:
(i) The agreement to acquire or tender offer for
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934 ("Exchange Act")) by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a "Person"), of 50% or more of either (x) the then outstanding shares of
Common Stock of the Company (the "Outstanding Company Common Stock") or (y)
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a
Change in Control: (A) any acquisition directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation pursuant
to a transaction which complies with clauses (A), (B) and (C) of paragraph
(iii) below; or
(ii) Individuals who, as of the date of this Plan,
constitute the Board cease for any reason to constitute at least a majority of
the Incumbent Board, which shall be defined as the individuals who, as of the
Effective Date, constitute the Board and any other individual who becomes a
director of the Company after that date and whose election or appointment by
the Board or nomination for election by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Incumbent Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company or an acquisition of assets of another corporation (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company, or all or
substantially all of the Company's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any employee benefit plan (or related trust) of the
Company or the corporation resulting from such Business Combination)
7
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
of the Company existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
13. USE OF FUNDS; NO INTEREST PAID. All funds received or held by the
Company under the Plan shall be included in the general funds of the Company
free of any trust or other restriction, and may be used for any corporate
purpose. No interest shall be paid to any participant or credited to his
account under the Plan.
14. TERM OF THE PLAN. The Plan shall be effective as of the date of the
consummation of a firm commitment underwritten public offering of common
stock, $.01 par value, of the Company for cash where the proceeds to the
Company (prior to deducting any underwriters' discounts and commissions)
exceed $10 million and the shares of the Company's common stock registered
under the Securities Act of 1933 are listed on a national exchange or the
NASDAQ National Market System; provided that the Plan is approved by the
stockholders of the Company within 12 months of the date of adoption by the
Board. Notwithstanding any provision in the Plan, no option granted under the
Plan shall be exercisable prior to such stockholder approval, and, if the
stockholders of the Company do not approve the Plan within 12 months after its
adoption by the Board, then the Plan shall automatically terminate.
15. AMENDMENT OR TERMINATION THE PLAN. The Board in its discretion may
terminate the Plan at any time with respect to any shares for which options
have not theretofore been granted. The Board and Committee shall have the
right to alter or amend the Plan or any part thereof from time to time without
the approval of the stockholders of the Company; provided, that no change in
any option theretofore granted may be made which would impair the rights of
the participant without the consent of such participant; and provided,
further, that the Board and Committee may not make any alteration or amendment
which would increase the aggregate number of shares which may be issued
pursuant to the provisions of the Plan (other than as a result of the
anti-dilution provisions of the Plan), change the class of individuals
eligible to receive options under the Plan, or cause options issued under the
Plan to fail to meet the requirements for employee stock purchase plans as
defined in Section 423 of the Code without the approval of the stockholders of
the Company.
16. SECURITIES LAWS. The Company shall not be obligated to issue any
Stock pursuant to any option granted under the Plan at any time when the
shares covered by such option have not been registered under the Securities
Act of 1933, as amended, and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance and sale of such shares. Further, all Stock acquired
8
pursuant to the Plan shall be subject to the Company's policy or policies, if
any, concerning compliance with securities laws and regulations, as the same
may be amended from time to time.
17. NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any subsidiary from taking any
corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any award made under the Plan. No employee,
beneficiary or other person shall have any claim against the Company or any
subsidiary as a result of any such action.
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EXECUTED this ______ day of _____________, 2000.
DIGITALCONVERGENCE.:COM INC.
By: /s/ Michael Garin
---------------------------------------
Name: Michael Garin
Title: President
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