EXHIBIT 4.2
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STARWAVE CORPORATION
1997 NONQUALIFIED STOCK OPTION PLAN
SECTION 1. PURPOSE
1.1 BACKGROUND
Pursuant to that certain Agreement and Plan of Reorganization dated as of
June 18, 1998 (the "Reorganization Agreement"), by and among Infoseek
Corporation, a California corporation ("Infoseek California"), Infoseek
Corporation, a Delaware corporation ("Infoseek Delaware"), Starwave Corporation,
a Washington corporation ("Starwave"), and Disney Enterprises, Inc., a Delaware
corporation and the majority shareholder of Starwave ("DEI"), and the related
Agreement and Plan of Merger by and among Starwave Acquisition Corp., a
Washington corporation, Starwave, and Infoseek Delaware (the "Merger Agreement")
dated as of June 18, 1998, Infoseek Delaware assumed the obligations of Starwave
under the Starwave Corporation 1997 Nonqualified Stock Option Plan Amended and
Restated as of March 7, 1995 ("the Plan"). This Plan is hereby amended and
restated to reflect such assumption by Infoseek Delaware.
1.2 PURPOSE
The purpose of the Plan is to enhance the long-term shareholder value of
Infoseek Delaware and its Subsidiaries (as defined in Section 2) (collectively,
the "Company"), by offering opportunities to employees, directors, officers,
consultants, agents, advisors and independent contractors of the Company to
participate in the Company's growth and success, and to encourage them to remain
in the service of the Company and to acquire and maintain stock ownership in
Infoseek Delaware.
SECTION 2. DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set forth
below:
2.1 BOARD
"Board" means the Board of Directors of Infoseek Delaware.
2.2 CAUSE
"Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.
2.3 CODE
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
2.4 COMMON STOCK
"Common Stock" means the Common Stock, par value $.001 per share, of
Infoseek Delaware.
2.5 CORPORATE TRANSACTION
"Corporate Transaction" means any of the following events:
(a) Consummation of any merger or consolidation of Infoseek Delaware in
which Infoseek Delaware is not the continuing or surviving corporation, or
pursuant to which shares of the Common Stock are converted into cash,
securities or other property, if following such merger or consolidation the
holders of Infoseek Delaware's outstanding voting securities immediately
prior to such merger or consolidation own less than 66-2/3% of the
outstanding voting securities of the surviving corporation; or
(b) Consummation of any sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all
of Infoseek Delaware's assets other than a transfer of Infoseek Delaware's
assets to a majority-owned subsidiary corporation of Infoseek Delaware.
2.6 DISABILITY
"Disability" means "disability" as that term is defined for purposes of
Section 22(e)(3) of the Code.
2.7 EARLY RETIREMENT
"Early Retirement" means early retirement as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.
2.8 EXCHANGE ACT
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.9 FAIR MARKET VALUE
"Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on The Nasdaq National
Market, the closing selling price for the Common Stock as reported by The Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock Exchange or the American Stock Exchange, the closing selling
price for the Common Stock as such price is officially quoted in the composite
tape of transactions on such exchange for a single trading day. If there is no
such reported price for the Common Stock for the date in question, then such
price on the last preceding date for which such price exists shall be
determinative of Fair Market Value.
2.10 GRANT DATE
"Grant Date" means the date the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan Administrator
as the date an Option is to be granted.
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2.11 INCENTIVE STOCK OPTION
"Incentive Stock Option" means an Option to purchase Common Stock granted
with the intention that it qualify as an "incentive stock option" as that term
is defined in Section 422 of the Code.
2.12 NONQUALIFIED STOCK OPTION
"Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 not intended to qualify as an Incentive Stock Option.
2.13 OPTION
"Option" means the right to purchase Common Stock granted under Section 7.
2.14 OPTIONEE
"Optionee" means (i) the person to whom an Option is granted; (ii) for an
Optionee who has died, the personal representative of the Optionee's estate, the
person(s) to whom the Optionee's rights under the Option have passed by will or
by the applicable laws of descent and distribution, or the beneficiary
designated in accordance with Section 9; or (iii) person(s) to whom an Option
has been transferred in accordance with Section 9.
2.15 PLAN ADMINISTRATOR
"Plan Administrator" means the Board or any committee of the Board
designated to administer the Plan under Section 3.1.
2.16 RETIREMENT
"Retirement" means retirement as of the individual's normal retirement date
under the Company's 401(k) Plan or other similar successor plan applicable to
salaried employees or, if no such plan exists, as that term is defined by the
Plan Administrator from time to time for purposes of the Plan.
2.17 SECURITIES ACT
"Securities Act" means the Securities Act of 1933, as amended.
2.18 SUBSIDIARY
"Subsidiary" means any entity that is directly or indirectly controlled by
Infoseek Delaware or in which Infoseek Delaware has a significant ownership
interest, as determined by the Plan Administrator in its sole discretion, and
any entity that may become a direct or indirect parent of Infoseek Delaware.
2.19 SUCCESSOR CORPORATION
"Successor Corporation" has the meaning set forth under Section 9.2.
SECTION 3. ADMINISTRATION
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3.1 PLAN ADMINISTRATOR
The Plan shall be administered by the Board or a committee or committees
(which term includes subcommittees) appointed by, and consisting of two or more
members of, the Board. If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the Plan Administrator and the membership of any committee acting as
Plan Administrator of the Plan with respect to any persons subject or likely to
become subject to Section 16 under the Exchange Act the provisions regarding (a)
"outside directors" as contemplated by Section 162(m) of the Code and (b)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act.
The Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible Optionees to different committees,
subject to such limitations as the Board deems appropriate. Committee members
shall serve for such term as the Board may determine, subject to removal by the
Board at any time.
3.2 ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR
Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, number of shares of Common Stock
subject to an Option, all terms, conditions, restrictions and limitations, if
any, of an Option and the terms of any instrument that evidences the Option. The
Plan Administrator shall also have exclusive authority to interpret the Plan and
may from time to time adopt, and change, rules and regulations of general
application for the Plan's administration. The Plan Administrator's
interpretation of the Plan and its rules and regulations, and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, shall be
conclusive and binding on all parties involved or affected. The Plan
Administrator may delegate administrative duties to such of the Company's
officers as it so determines.
SECTION 4. STOCK SUBJECT TO THE PLAN
4.1 AUTHORIZED NUMBER OF SHARES
Subject to adjustment from time to time as provided in Section 9.1, a
maximum of 4,845,917 shares of Common Stock, or such lesser number of shares
as are subject to Options under the Plan on the date of the merger of Starwave
Acquisition Corp. with and into Starwave as contemplated by the Reorganization
Agreement and the Merger Agreement, shall be available for issuance under the
Plan. Shares issued under the Plan shall be drawn from authorized and unissued
shares.
4.2 REUSE OF SHARES
Any shares of Common Stock that have been made subject to an Option that
cease to be subject to the Option (other than by reason of exercise of the
Option to the extent it is exercised for or settled in shares) shall again be
available for issuance in connection with future grants of Options under the
Plan.
SECTION 5. ELIGIBILITY
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Options may be granted under the Plan to those officers, directors and key
employees of the Company and as the Plan Administrator from time to time
selects. Options may also be granted to consultants, agents, advisors and
independent contractors who provide services to the Company.
SECTION 6. AWARDS
6.1 FORM AND GRANT OF OPTIONS
The Plan Administrator shall have the authority, in its sole discretion, to
determine the awards to be made under the Plan. Such awards shall be
Nonqualified Stock Options and not Incentive Stock Options. Options may be
granted singly or in combination.
6.2 ACQUIRED COMPANY OPTIONS
Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Option is
substituted, or the old award is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction"). In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
Options shall be deemed to be Optionees.
SECTION 7. TERMS AND CONDITIONS OF OPTIONS
7.1 GRANT OF OPTIONS
The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Nonqualified Stock Options which shall be appropriately
designated.
7.2 OPTION EXERCISE PRICE
The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator.
7.3 TERM OF OPTIONS
The term of each Option shall be as established by the Plan Administrator
or, if not so established, shall be 10 years from the Grant Date.
7.4 EXERCISE OF OPTIONS
The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which or the installments in which the
Option shall become exercisable, which provisions may be waived or modified by
the Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option will become exercisable according to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:
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Period of Optionee's Continuous Employment
or Service With the Company From the Portion of Total Option
Option Grant Date That Is Exercisable
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After 1 year 25%
Each one-month period of continuous service
completed thereafter An additional 1/48
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After 4 years 100%
To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by written notice to the Company, in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised and
accompanied by payment in full as described in Section 7.5. The Plan
Administrator may determine at any time that an Option may not be exercised as
to less than 100 shares at any one time (or the lesser number of remaining
shares covered by the Option).
7.5 PAYMENT OF EXERCISE PRICE
The exercise price for shares purchased under an Option shall be paid
in full to the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased. Such consideration
must be paid in cash or by check, or, unless the Plan Administrator in its sole
discretion determines otherwise, either at the time the Option is granted or at
any time before it is exercised, a combination of cash and/or check (if any) and
one or both of the following alternative forms: (a) tendering (either actually
or, if and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act, by attestation) Common Stock already owned by the
Optionee for at least six months (or any shorter period necessary to avoid a
charge to the Company's earnings for financial reporting purposes) having a Fair
Market Value on the day prior to the exercise date equal to the aggregate Option
exercise price or (b) if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions, to (i) a brokerage firm
designated by the Company to deliver promptly to the Company the aggregate
amount of sale or loan proceeds to pay the Option exercise price and any
withholding tax obligations that may arise in connection with the exercise and
(ii) the Company to deliver the certificates for such purchased shares directly
to such brokerage firm, all in accordance with the regulations of the Federal
Reserve Board. In addition, to the extent permitted by the Plan Administrator
in its sole discretion, the exercise price for shares purchased under an Option
may be paid, either singly or in combination with one or more of the alternative
forms of payment authorized by this Section 7.5, by such other consideration as
the Plan Administrator may permit.
7.6 POST-TERMINATION EXERCISES
The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if an Optionee ceases to be employed
by, or to provide services to, the Company, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option will be exercisable according to
the following terms and conditions, which may be waived or modified by the Plan
Administrator at any time.
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In case of termination of the Optionee's employment or services other than
by reason of death or Cause, the Option shall be exercisable, to the extent of
the number of shares purchasable by the Optionee at the date of such
termination, only (a) within 120 days if the termination of the Optionee's
employment or services are coincident with Retirement, Early Retirement at the
Company's request or Disability or (b) within three months after the date the
Optionee ceases to be an employee, director, officer, consultant, agent, advisor
or independent contractor of the Company if termination of the Optionee's
employment or services is for any reason other than Retirement, Early Retirement
at the Company's request or Disability, but in no event later than the remaining
term of the Option. Any Option exercisable at the time of the Optionee's death
may be exercised, to the extent of the number of shares purchasable by the
Optionee at the date of the Optionee's death, by the personal representative of
the Optionee's estate, the person(s) to whom the Optionee's rights under the
Option have passed by will or the applicable laws of descent and distribution or
the beneficiary designated pursuant to Section 8 at any time or from time to
time within one year after the date of death, but in no event later than the
remaining term of the Option. Any portion of an Option that is not exercisable
on the date of termination of the Optionee's employment or services shall
terminate on such date, unless the Plan Administrator determines otherwise. In
case of termination of the Optionee's employment or services for Cause, the
Option shall automatically terminate upon first notification to the Optionee of
such termination, unless the Plan Administrator determines otherwise. If an
Optionee's employment or services with the Company are suspended pending an
investigation of whether the Optionee shall be terminated for Cause, all the
Optionee's rights under any Option likewise shall be suspended during the period
of investigation.
A transfer of employment or services between or among the Company shall not
be considered a termination of employment or services. The effect of a Company-
approved leave of absence on the terms and conditions of an option shall be
determined by the Plan Administrator, in its sole discretion.
SECTION 8. ASSIGNABILITY
No Option granted under the Plan may be assigned or transferred by the
Optionee other than by will or by the laws of descent and distribution, and
during the Optionee's lifetime, such Options may be exercised only by the
Optionee or a permitted assignee or transferee of the Optionee (as provided
below). Notwithstanding the foregoing, the Plan Administrator, in its sole
discretion, may permit such assignment, transfer and exercisability and may
permit an Optionee to designate a beneficiary who may exercise the Option after
the Optionee's death; provided, however, that any Option so assigned or
transferred shall be subject to all the same terms and conditions contained in
the instrument evidencing the Option.
SECTION 9. ADJUSTMENTS
9.1 ADJUSTMENT OF SHARES
In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to shareholders other than a cash dividend,
or other change in Infoseek Delaware's corporate or capital structure results in
(a) the outstanding shares of Common Stock, or any securities exchanged therefor
or received in their place, being exchanged for a different number or class of
securities of Infoseek Delaware or of any other corporation or (b) new,
different or additional securities of Infoseek Delaware or of any other
corporation being received by the holders of shares of Common Stock of Infoseek
Delaware then the Plan Administrator, in its sole discretion, shall make such
equitable adjustments as it shall deem appropriate in the circumstances in (i)
the maximum number and class of securities subject to the Plan as set forth in
Section 4.1, and (ii) the number and class of securities that are subject to any
outstanding Option and the
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per share price of such securities, without any change in the aggregate price to
be paid therefor. The determination by the Plan Administrator as to the terms of
any of the foregoing adjustments shall be conclusive and binding.
9.2 CORPORATE TRANSACTION
(a) Except as otherwise provided in the instrument that evidences the
Option, in the event of any Corporate Transaction in which shareholders of the
Company receive capital stock of a successor corporation or parent thereof (the
"Successor Corporation") in exchange for their shares of Common Stock, each
Option that is at the time outstanding shall automatically accelerate so that
each such Option shall, immediately prior to the specified effective date for
the Corporate Transaction, become 100% vested, except that such acceleration
will not occur, if in the opinion of Infoseek Delaware's accountants, it would
render unavailable "pooling of interest" accounting for a Corporate Transaction
that would otherwise qualify for such accounting treatment. Such Option shall
not so accelerate, however, if such Option is assumed or an equivalent Option is
substituted by the Successor Corporation. All such Options shall terminate and
cease to remain outstanding immediately following the consummation of the
Corporate Transaction, except to the extent assumed by the Successor
Corporation.
(b) Except as otherwise provided in the instrument that evidences the
Option, in the event of a proposed dissolution or liquidation of Infoseek
Delaware, outstanding Options will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Plan
Administrator. In such a situation, the Plan Administrator is authorized to
accelerate each Option so that each Option becomes 100% vested.
9.3 FURTHER ADJUSTMENT OF OPTIONS
Subject to the preceding Section 9.2, the Plan Administrator shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of Infoseek Delaware, as
defined by the Plan Administrator, to take such further action as it determines
to be necessary or advisable, and fair and equitable to Optionees, with respect
to Options. Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions on, Options so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications, and
the Plan Administrator may take such actions with respect to all Optionees, to
certain categories of Optionees or only to individual Optionees. The Plan
Administrator may take such actions before or after granting Options to which
the action relates and before or after any public announcement with respect to
such sale, merger, consolidation, reorganization, liquidation or change in
control that is the reason for such action.
9.4 LIMITATIONS
The grant of Options will in no way affect Infoseek Delaware's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
SECTION 10. WITHHOLDING
The Company may require the Optionee to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the exercise of any Option. Subject to the Plan
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and applicable law and unless the Plan Administrator determines otherwise, the
Optionee may satisfy withholding obligations, in whole or in part, by paying
cash, by electing to have the Company withhold shares of Common Stock or by
transferring shares of Common Stock to the Company, in such amounts as are
equivalent to the Fair Market Value of the withholding obligation. The Company
shall have the right to withhold from any shares of Common Stock issuable
pursuant to an Option or from any cash amounts otherwise due or to become due
from the Company to the Optionee an amount equal to such taxes. The Company may
also deduct from any Option any other amounts due from the Optionee to the
Company.
SECTION 11. AMENDMENT AND TERMINATION OF PLAN
11.1 AMENDMENT OF PLAN
The Plan may be amended only by the Board as it shall deem advisable;
however, shareholder approval will be required for any amendment that will
require shareholder approval under any applicable law or regulation.
11.2 TERMINATION OF PLAN
Infoseek Delaware's shareholders or the Board may suspend or terminate the
Plan at any time. The Plan will have no fixed expiration date.
11.3 CONSENT OF OPTIONEE
The amendment or termination of the Plan shall not, without the consent of
the Optionee, materially impair or diminish any rights or obligations under any
Option theretofore granted under the Plan.
SECTION 12. GENERAL
12.1 OPTION AGREEMENTS
Options granted under the Plan shall be evidenced by a written agreement
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with the
Plan.
12.2 CONTINUED EMPLOYMENT OR SERVICES; RIGHTS IN OPTIONS
None of the Plan, participation in the Plan as an Optionee or any action of
the Plan Administrator taken under the Plan shall be construed as giving any
Optionee or employee of the Company any right to be retained in the employ of
the Company or limit the Company's right to terminate the employment or services
of the Optionee.
12.3 REGISTRATION; CERTIFICATES FOR SHARES
Infoseek Delaware shall be under no obligation to any Optionee to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any
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shares of Common Stock, security or interest in a security paid or issued under,
or created by, the Plan, or to continue in effect any such registrations or
qualifications if made. Infoseek Delaware may issue certificates for shares with
such legends and subject to such restrictions on transfer and stop-transfer
instructions as counsel for Infoseek Delaware deems necessary or desirable for
compliance by Infoseek Delaware with federal and state securities laws.
Inability of Infoseek Delaware to obtain, from any regulatory body having
jurisdiction, or from any stock exchange or the National Association of
Securities Dealers, Inc., the authority deemed by Infoseek Delaware's counsel to
be necessary for the lawful issuance and sale of any shares hereunder or the
unavailability of an exemption from registration for the issuance and sale of
any shares hereunder shall relieve Infoseek Delaware of any liability in respect
of the nonissuance or sale of such shares as to which such requisite authority
shall not have been obtained.
As a condition to the exercise of an Option under the Plan, Infoseek
Delaware may require the Optionee to represent and warrant at the time of any
such exercise or receipt that such shares are being purchased only for the
Optionee's own account and without any present intention to sell or distribute
such shares if, in the opinion of counsel for Infoseek Delaware, such a
representation is required by any relevant provision of the aforementioned laws.
At the option of Infoseek Delaware, a stop-transfer order against any such
shares may be placed on the official stock books and records of Infoseek
Delaware and a legend indicating that such shares may not be pledged, sold or
otherwise transferred, unless an opinion of counsel is provided (concurred in by
counsel for Infoseek Delaware) stating that such transfer is not in violation of
any applicable law or regulation, may be stamped on stock certificates in order
to assure exemption from registration. The Plan Administrator may also require
such other action or agreement by the Optionees as may from time to time be
necessary to comply with the federal and state securities laws.
12.4 NO RIGHTS AS A SHAREHOLDER
No Option shall entitle the Optionee to any cash dividend, voting or other
right of a shareholder unless and until the date of issuance under the Plan of
the shares that are the subject of such Option, free of all applicable
restrictions.
12.5 COMPLIANCE WITH LAWS AND REGULATIONS
It is Infoseek Delaware's intention that, if and so long as any of Infoseek
Delaware's equity securities are registered pursuant to Section 12(b) or 12(g)
of the Exchange Act, the Plan shall comply in all respects with Rule 16b-3 under
the Exchange Act and, if any Plan provision is later found not to be in
compliance with such Rule 16b-3, the provision shall be deemed null and void,
and in all events the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3. Notwithstanding anything in the Plan to the
contrary, the Board, in its sole discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan to Optionees
who are officers or directors subject to Section 16 of the Exchange Act without
so restricting, limiting or conditioning the Plan with respect to other
Optionees.
12.6 NO TRUST OR FUND
The Plan is intended to constitute an "unfunded" plan. Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts,
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or to make any special deposits for any immediate or deferred amounts payable to
any Optionee, and no Optionee shall have any rights that are greater than those
of a general unsecured creditor of the Company.
12.7 SEVERABILITY
If any provision of the Plan or any Option is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Option, such provision shall be stricken as to such jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.
SECTION 13. EFFECTIVE DATE
The Plan's effective date is the date on which it is adopted by the Board
of Starwave.
Adopted by the Board on June 3, 1997.
PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
Date of
Adoption/
Amendment/
Adjustment Section Effect of Amendment
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