HISPANIC TELEVISION NETWORKS, INC.
2001 CONSULTANT COMPENSATION PLAN
1. Purpose
The 2001 Consultant Compensation Plan (the "Plan") is intended to
promote the interests of Hispanic Television Networks, Inc. and its subsidiaries
(collectively the "Corporation") by offering those outside consultants of the
Corporation who assist in the development and success of the business of the
Corporation, the opportunity to participate in a compensation plan designed to
reward them for their services and to encourage them to continue to provide
services to the Corporation.
2. Definitions
For all purposes of this Plan, the following terms shall have the
following meanings:
"Common Stock" means Hispanic Television Networks, Inc. common stock,
$.01 par value.
"Conditional Shares" means shares of Common Stock awarded under this
Plan subject to conditions imposed by the Committee (as defined herein) or the
conditions set forth in Section 6.2 or both.
"HTVN" means Hispanic Television Networks, Inc., a Delaware corporation.
"Subsidiary" means any company of which HTVN owns, directly or
indirectly, the majority of the combined voting power of all classes of stock.
"Unconditional Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.
3. Administration
The Plan shall be administered by a committee (the "Committee") of not
less than two directors of HTVN selected by, and serving at the pleasure of,
HTVN's Board of Directors (the "HTVN Board").
HTVN or any Subsidiary will recommend to the Committee persons to whom
awards may be granted. The Committee then shall make recommendations to the HTVN
Board with respect to the persons to whom awards shall be granted
("Participants") as to the number of shares that shall be covered by each award,
the time or times at which awards shall be granted, the timing of when awards
shall vest, and the terms and provisions of the instruments by which awards
shall be evidenced, and to interpret the Plan and make all determinations
necessary or advisable for its administration. The HTVN Board shall make all
final decisions concerning awards granted to Participants under the Plan, the
interpretation thereof, and determinations concerning its administration.
4. Eligibility
Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of HTVN or any Subsidiary shall be
granted awards.
5. Stock Subject to the Plan
The stock from which awards may be granted shall be shares of Common
Stock. When shares of Common Stock are issued pursuant to the Plan, HTVN may
either issue authorized but unissued Common Stock or HTVN may transfer issued
Common Stock held in its treasury. Each of the respective boards of HTVN and all
Subsidiaries involved in the award will fund the Plan to the extent so required
to provide Common Stock for the benefit of Participants. The total number of
shares of Common Stock that may be granted pursuant to the Plan shall not
exceed, in the aggregate, 3,000,000 shares in total. Any shares awarded and
later forfeited are again subject to award under the Plan.
6. Share Awards
6.1 Grant of Share Awards
The Committee may award to Participants Unconditional Shares
and Conditional Shares. The Committee will determine for each Participant
selected to be awarded Unconditional Shares and Conditional Shares the time or
times when Unconditional Shares or Conditional Shares shall be awarded and the
number of shares of Common Stock to be covered by each Unconditional Shares or
Conditional Share award. Unless expressly specified as Conditional Shares by the
Committee, all shares of Common Stock awarded under this Plan shall be
Unconditional Shares. No Unconditional Shares or Conditional Shares shall be
awarded unless HTVN (in the judgement of the Committee) has received from the
Participant either (a) a full performance of the services for which the
Unconditional Shares or Conditional Shares are being awarded, or (b) (i) a
partial performance of the services for which the Unconditional Shares or
Conditional Shares are being awarded and the value of such partial performance
(in the judgement of the Committee) equals or exceeds the aggregate par value of
the Unconditional Shares or Conditional Shares to be awarded and (ii) a binding
obligation from the Participant to provide in the future the remainder of the
services for which the Unconditional Shares or Conditional Shares are being
awarded.
6.2 Conditions
Shares of Common Stock issued to a Participant as a
Conditional Shares award will be subject to the following conditions as well as
all other conditions imposed by the Committee ("Share Conditions"):
(a) Except as set forth in Paragraphs 6.4 and 6.5, if Share
Conditions are not satisfied, Conditional Shares will be forfeited and
returned to HTVN or, in the event such Conditional Shares were provided
to the Participant from shares of Common Stock purchased by the
Subsidiary, then the Conditional Shares will be returned to the
Subsidiary. In either case, all rights of the Participant to such
Conditional Shares will terminate without any payment of consideration
by HTVN or the Subsidiary with which the Participant is associated,
unless the Participant maintains his association with HTVN or a
Subsidiary for the period of time (if any) determined by the Committee.
(b) During the condition period ("Condition Period") relating
to a Conditional Share award, none of the Conditional Shares subject to
such award may be sold, assigned, bequeathed, transferred, pledged,
hypothecated or otherwise disposed of in any way by the Participant.
(c) The Committee may require the Participant to enter into an
escrow agreement providing that the certificates representing
Conditional Shares sold or granted pursuant to the Plan will remain in
the physical custody of HTVN or the applicable Subsidiary or an escrow
holder during the Condition Period.
(d) Certificates representing Conditional Shares sold or
granted pursuant to the Plan may bear a legend making an appropriate
reference to the conditions imposed on the Conditional Shares.
(e) The Committee may impose other conditions on any
Conditional Shares issued pursuant to the Plan as it may deem
advisable, including without limitations, restrictions under the
Securities Act of 1933, as amended, under the requirements of any stock
exchange upon which such share or shares of the same class are then
listed and under any state securities laws or other securities laws
applicable to such shares.
6.3 Rights of a Stockholder
Except as set forth in Paragraph 6.2(b), the recipient of a
Conditional Share award will have all of the rights of a stockholder of HTVN
with respect to the Conditional Shares, including the right to vote the
Conditional Shares and to receive all dividends or other distributions made with
respect to the Conditional Shares.
6.4 Lapse of Conditions
In the event of the termination of association of a
Participant during the Condition Period by reason of death, disability, or
termination of association, the Committee may, at its discretion, remove Share
Conditions on Conditional Shares.
Conditional Shares to which the Share Conditions have not so
lapsed will be forfeited and returned to the Corporation as provided in
Paragraph 6.2(a).
6.5 Lapse of Conditions at Discretion of the Committee
The Committee may shorten the Condition Period or remove any
or all Share Conditions if, in the exercise of its absolute discretion, it
determines that such action is in the best interests of the Corporation and
equitable to the Participant..
6.6 Listing and Registration of Shares
HTVN may, in its reasonable discretion, postpone the issuance
and/or delivery of any shares of Common Stock awarded or sold pursuant to this
Plan until completion of stock exchange listing, or registration, or other
qualification of such shares under any law, rule or regulation.
6.7 Designation of Beneficiary
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death, any shares of
Common Stock to which such Participant would then be entitled pursuant to this
Plan. Such designation will be made upon forms supplied by and delivered to the
Committee and may be revoked in writing by the Participant. If a Participant
fails effectively to designate a beneficiary, then such Participant's estate
will be deemed to be the beneficiary.
7. Capital Adjustments
The number and consideration of Common Stock covered by each award
granted or each sale under this Plan and the total number of shares that may be
granted or sold under the Plan shall be proportionally adjusted to reflect,
subject to any required action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares or other similar corporate change.
8. Change of Control
Notwithstanding the provisions of Section 6, in the event of a change
of control, all Share Conditions on all Conditional Shares will lapse. For
purposes of this plan, a "Change of Control" of HTVN shall be deemed to have
occurred at such time as (a) any "person" (as that term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the foregoing act), directly or
indirectly, of securities of HTVN representing 30% or more of the combined
voting power of HTVN's outstanding securities ordinarily having the right to
vote at the election of directors; or (b) individuals who constitute the HTVN
Board on the date hereof (the "Incumbent Board") cease for any reasons to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or whose nomination or
election was approved by a majority of the HTVN Board serving under an Incumbent
Board, shall be, for purposes of this clause (b), considered as if he or she
were a member of the Incumbent Board; or (c) merger, consolidation or sale of
all or substantially all the assets of HTVN occurs, unless such merger or
consolidation shall have been affirmatively recommended to HTVN's stockholders
by a majority of the Incumbent Board; or (d) a proxy statement soliciting
proxies from stockholders of HTVN, by someone other than the current management
of HTVN seeking stockholder approval of a plan of reorganization, merger or
consolidation of HTVN with one or more corporations as a result of which the
outstanding shares of HTVN's securities are actually exchanged for or converted
into cash or property or securities not issued by HTVN unless the
reorganization, merger or consolidation shall have been affirmatively
recommended to HTVN's stockholders by a majority of the Incumbent Board.
9. Approvals
The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from all regulatory agencies from which
approval is required.
10. Effective Date of Plan
The effective date of the Plan is January 9, 2001.
11. Term and Amendment of Plan
This Plan shall expire on January 9, 2011 (except to Conditional Shares
outstanding on that date). HTVN Board may terminate or amend the Plan in any
respect at any time, except no action of the HTVN Board, the Committee or HTVN's
stockholders, however, may, without the consent of a Participant, alter or
impair such Participant's rights under any shares previously granted.
12. No Right of Association
Neither the action of HTVN in establishing this Plan, nor any action
taken by any HTVN Board or any Subsidiary or the Committee, nor any provision of
the Plan itself, shall be construed to limit in any way the right of HTVN to
terminate a Participant's association with the Corporation at any time.
13. Withholding Taxes
HTVN or any Subsidiary, as applicable, shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan or to make such
other provisions as it deems necessary or appropriate to satisfy its obligations
to withhold federal, state or local income or other taxes incurred by reason of
payment or the issuance of Common Stock under the Plan. Whenever under the Plan,
Common Stock is to be delivered upon vesting of Conditional Shares, the
Committee shall be entitled to require as a condition of delivery that the
Participant remit or provide for the withholding of an amount sufficient to
satisfy all federal, state and other government withholding tax requirements
related thereto.
14. Plan not a Trust
Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment from
the Corporation pursuant to the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Corporation.
15. Notices
Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address given
to the Committee by such person and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or notification if such notice is not required under
the terms of the Plan or any applicable law.
16. Severability of Provisions
If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.
17. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the HTVN Board, the Corporation and other parties with
respect thereto.
18. Headings and Captions
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.
19. Controlling Law
This Plan shall be construed and enforced according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.
20. Enforcement of Rights
In the event the Corporation or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.
