Fill and Sign the Sec Info Dfa Investment Dimensions Group Inc N 30d Form

The Todd-AO Corporation 1991 Stock Appreciation Rights Plan Table of Contents Section Page 1. PURPOSE 2. DEFINITIONS 2.1. Appreciation Base 2.2. Act 2.3 Code 2.4. Intentionally Reserved 2.5. Committee 2.6. Company 2.7. Exchange Act 2.8. Shares 3. SHARES SUBJECT TO AWARDS 4. ELIGIBILITY 5. APPROVAL OF SHAREHOLDERS. 6. ADMINISTRATION 6.1. Composition of Committee 6.2. Non-Uniform Determinations 6.3. Interpretation of Plan 7. INFORMATION ABOUT THE COMPANY 8. TERM OF OPTIONS AND EFFECT OF TERMINATION 7.1. Date of Grant 7.2. Termination Date 7.3. Effect of Termination 9. INTENTIONALLY RESERVED 10. NONASSIGNABILITY 11. TERMS AND CONDITIONS OF OPTIONS 11.1. Number of Shares 11.2. Appreciation Base 11.3. Six Month Holding Period; Vesting 11.4. Window Periods for Exercise 11.5. Payment of Benefits 11.6. Partial Exercise 11.7. Securities Law Restrictions 11.8. Other Provisions 12. TERMINATION OF SERVICES 12.1. Termination of Services-Generally 12.2. Death or Disability 13. ADJUSTMENTS 13.1. Recapitalizations 13.2. Rights Offerings 13.3. Reorganizations 13.4. Changes in Control-Definition 13.5. changes in Control-Effect 13.6. Limited Rights 13.7. Committee's Authority 13.8. Company's Rights Unimpaired 14. AMENDMENT OF THE PLAN 14.1. Generally 14.2. Modifications to Awards 15. MISCELLANEOUS 15.1. No Rights as Shareholder 15.2. Effective Date 15.3. Agreement to Govern THE TODD-AO CORPORATION 1991 STOCK APPRECIATION RIGHTS PLAN (Effective February 6, 1991) 1. PURPOSE. This 1991 Stock Appreciation Rights Plan is intended to provide long term incentives to key Company personnel in the form of rights whose value depends upon the value of the Company's Class A Common Stock. 2. DEFINITIONS. The following terms shall have the indicated meanings: 2.1. Appreciation Base. "Appreciation Base" shall mean a dollar amount related to the price of the Company's Class A shares determined in accordance with the provisions hereof which is subtracted for purposes of determining benefits payable under this Plan. 2.2. Act. "Act" shall mean the Securities Act of 1933, as amended. 2.3. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended. 2.4. Intentionally Reserved. 2.5. Committee. "Committee" shall mean the committee appointed by the Board of Directors to administer the Plan. 2.6. Company. "Company" shall include The Todd-AO Corporation and any of its subsidiary corporations. 2.7. Exchange Act. "Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended. 2.8. Shares. Unless the context otherwise requires, "shares" shall mean the shares of the Company's Class A Stock. 3. SHARES SUBJECT TO AWARDS. The aggregate number of shares as to which rights may be granted under the Plan shall not exceed 300,000 shares, unless an adjustment is required by Section 13. To the extent that rights granted under the Plan terminate, expire or are cancelled prior to exercise, new awards may be granted with respect to such shares. 4. ELIGIBILITY. Awards may be granted under the Plan to any director, employee, prospective employee or consultant to the Company, provided that no member of the Committee shall be eligible to receive an award while serving on the Committee. The Committee shall determine , within the limitations of the Plan, the persons to whom awards are to be granted and the Appreciation Base for the award. Each award shall be evidenced by a written agreement between the Company and the grantee. 5. APPROVAL OF SHAREHOLDERS. The Plan shall be subject to the approval of a majority of the total combined votes of all outstanding shares of stock entitled to vote. Awards granted prior to such approval shall not become exercisable unless and until such approval is obtained. 6. ADMINISTRATION.6.1. Composition of Committee. The Plan shall be administered by a Committee to be appointed by the Board of Directors of the Company. The Committee shall consist of at least two directors who are "disinterested persons" within the meaning of Exchange Act Rule 16b-3, which presently requires (with certain exceptions) that such directors have not been granted or awarded equity securities pursuant to the Plan or any other company plan during the one year period prior to service on the Committee. 6.2. Non-Uniform Determinations. The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who participate (or who are eligible to participate) in the Plan, whether or not such persons are similarly situated. Without limiting the generality of the foregoing, the Committee shall be entitled to make non-uniform and selective determinations as to the amount and terms of awards and leaves of absence. 6.3. Interpretation of Plan. The Committee shall have the power to interpret and construe the Plan, and its interpretation and construction of any provisions of the Plan within its authority shall be final. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any right granted under it. 7. INFORMATION ABOUT THE COMPANY. The Company shall use its best efforts to: (i) file all reports and statements required by Section 13(a) of the Exchange Act; and (ii) release for publication on a regular basis quarterly and annual summary statements of sales and earnings and to make such financial data publicly available by issuing press releases to a wire service, financial news service or newspaper of general circulation. 8. TERM OF RIGHTS AND EFFECT OF TERMINATION. 8.1. Date of Grant. The date on which any right is granted shall be the date of the Committee's approval of such grant and related Appreciation Base. 8.2. Termination Date. Rights may be granted under the Plan until August 31, 2000, the date of termination of the Plan. Notwithstanding any other provision of the Plan, no right granted under the Plan shall be exercisable after August 31, 2000. 8.3. Effect of Termination. In the event that any outstanding right under the Plan expires by reason of lapse of time or otherwise is terminated for any reason, then the shares to which such right related shall again become available in the pool of shares which may be subject to rights under the Plan. 9. INTENTIONALLY RESERVED. 10. NONASSIGNABILITY. No right shall be assignable or transferable by the grantee except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or by the Employee Retirement Income Security Act. Except as specifically set forth above, the right shall be exercisable only by the grantee and no other person shall acquire any interest therein. 11. TERMS AND CONDITIONS OF RIGHTS. Rights granted pursuant to the Plan shall be evidenced by agreements in such form as the Committee shall from time to time determine, which agreements shall comply with the terms and conditions of the Plan and shall reflect the following:11.1. Number of Shares. Each agreement shall state the number of shares to which the right pertains. 11.2. Appreciation Base. Each award agreement shall state the Appreciation Base per share, which shall be not less than $5% of the fair market value of the shares on the date that the right is granted. 11.3. Six Month Holding Period; Vesting. An award shall not be exercisable until six months after the grant date. Thereafter, each award shall be exercisable in equal annual installments over a period specified by the Committee, provided that such period shall not be less than three years from the date of the grant or more than five years from the commencement of the Company's first full fiscal year following the grant date. Except as specifically otherwise provided herein, if the grantee ceases to serve as a director, employee or consultant prior to the eligibility date of an installment, the right shall terminate with respect to that installment (without pro ration for fractional years of service) and all subsequent installments. After the grantee has become eligible to exercise an installment, the right to exercise with respect to that installment shall remain in effect until the expiration or sooner termination of the right. 11.4. Window Periods For Exercise. Exercise of rights shall be made by giving written notice to the Company specifying an exercise date during the period (the "Window Period) beginning on the third business day following the date of release of financial data specified in Section 7 and ending on the twelfth business day following such date. Notice of exercise may be given prior to the commencement of a window Period to be effective during the Window Period. If no exercise date is specified the exercise shall be effective on the date the notice is received. Notices received after the expiration of the Window Period shall be rejected and returned to the grantee. With respect to grantees who are not subject to Section 16 of the Exchange Act, the Committee in its sole discretion may permit exercise dates which are not within a Window Period. 11.5. Payment of Benefits. Upon timely receipt of the notice the Company shall pay to the grantee, within fifteen business days or as otherwise determined by the Committee, the difference between the fair market value of the shares on the exercise date and the grantee's Appreciation Base, multiplied by the number of shares to which the exercise relates. Benefits shall be payable in cash or on such other terms as may be agreed between the Committee and the grantee. For purposes of the Plan, fair market value shall be the last sale price in the NASDAQ National Market System on a given date as published in the Wall Street Journal or if no report is available for such date, the next preceding date for which a report is available. If the shares are hereafter listed on one or more securities exchanges, fair market value thereafter shall be the highest closing price on any exchange for the date in question, or if such date is not a trading date, the next preceding trading date. The Company shall be entitled to withhold from the payment an amount sufficient to satisfy all federal, state and local withholding tax requirements relating to the exercise.11.6. Partial Exercise. To the extent that a right has become exercisable it may, subject to the restrictions and limitations set forth in this Plan and the award agreement, be exercised in whole or in part, provided, however, that no right shall be exercised for less than ten shares. If exercised in part, the unexercised portion of a right shall continue to be held by the grantee and may thereafter be exercised as herein provided within the term of the right. 11.7. Securities Law Restrictions. No right may be exercised until the applicable registration, qualification or listing requirements of any governmental authority or stock exchange have been complied with. 11.8. Other Provisions. The award agreements authorized under the Plan shall contain such other provisions as the Committee shall deem advisable. 12. TERMINATION OF SERVICES. 12.1. Termination of Services-Generally. In the event that a grantee shall cease to be a employee, consultant or director of the Company for any reason other than death or disability, his right shall be exercisable, to the extent it was exercisable at the date he ceased to be an employee, consultant or director, for a period of three months after such date and prior to the date on which the right expires by its terms. If not so exercised, the right shall terminate. The Committee in its sole discretion shall have the authority to determine whether any leave of absence constitutes a termination and the impact of such leave of absence on the grantee's award. 12.2. Death or Disability. If a grantee dies or becomes permanently disabled within the meaning of Section 22(e)(3) of the Code while a serving as an employee, consultant or director of the Company, or within the three-month period after termination of such status during which exercise of a right is permitted in accordance with Section 12.1, such right may, to the extent it was exercisable at the time of death or disability, be exercised for a period not to exceed the lesser of: (i) one year after the grantee's death or disability; or (ii) the period prior to the date on which the right expires by its terms. In the event of death, the right may be exercised by any person or persons designated by the grantee on a Beneficiary Designation Form adopted by the Committee for such purpose, or, if there is no effective Beneficiary Designation Form on file with the Committee, by the executors or administrators of the grantee's estate or by any person or persons who shall have acquired the right directly from the grantee under the grantee's will or the applicable law of descent and distribution. 13. ADJUSTMENTS. Adjustments to the awards and the shares subject thereto shall be made as follows:13.1. Recapitalizations. The number of shares covered by the Plan, the number of shares and appreciation base of each outstanding award, and the number of shares subject to each outstanding award shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Class A Stock resulting from: (i) a subdivision or consolidation of shares; (ii) the payment of a stock dividend of more than 2%; or (iii) any other increase or decrease of more than 2% in the number of issued and outstanding shares of Common Stock effected without receipt of consideration by the Company. 13.2. Rights Offerings. In the event the Company shall issue subscription or similar rights, warrants or options to its shareholders on a pro rata basis entitling them to purchase shares of Class A or Class B Stock at a price less than fair market value of such Stock, the appreciation base for outstanding awards shall be proportionately reduced (and/or the number of shares subject to the award proportionately increased) to reflect as nearly as practicable the benefit that the grantee would have received had the stock appreciation right been exercised immediately prior to the record date for such subscription rights, warrants or options. 13.3. Reorganizations. If any merger, consolidation or similar transaction in which the company is the surviving corporation (and which is not a Change in Control as hereinafter defined) shall affect any outstanding award under the Plan, the Committee shall take such action as is equitable or appropriate to substitute a new right for such affected award and to make the new right equivalent to the affected right as nearly as practicable. 13.4. Changes in Control-Definition. A "Change in Control" shall be deemed to have occurred if: (a) there shall be consummated (i) any reorganization, consolidation or merger of the Company in which the Company is not the continuing or surviving corporation, or (ii) any sale or other transfer of all or substantially all of the Company's assets (in one transaction or a series of related transactions); or (b) the stockholders of the Company shall have approved a plan or proposal for the liquidation or dissolution of the Company; or (c) there shall be consummated a sale to any person or group (as defined in the Securities Exchange Act of 1934) of Class A and/or Class B shares entitled to cast more than 50% of the total combined votes of all outstanding Class A and Class B Shares; or (d) the Board of Directors of the Company shall otherwise have determined that a Change in Control has otherwise occurred. 13.5. Changes in Control--Effect. Effective concurrently with the Change in Control (whether or not the award is terminated or affected by the Change in Control) each grantee shall be entitled to exercise his right in full without regard to any limitations on exercisability and such right shall be considered fully vested. 13.6. Limited Rights. With respect to grantees who are subject to the provisions of Section 16 under the Securities Exchange Act of 1934, the Committee in its sole discretion shall have the authority to grant limited stock appreciation rights ("limited rights") with respect to all or a portion of the rights otherwise awarded to such grantees under the plan (the "related rights") at any time prior to the exercise or termination of the related rights. Limited rights shall have the same terms and conditions as the related rights, except that they shall be automatically exercised on a date determined by the Committee which is at least six months following the grant of the limited right and which is beyond the control of the grantee. Upon exercise of a limited right the payment of the benefits required hereunder shall be made as if the related right had been exercised to the same extent and the related right shall be deemed cancelled to the extent the limited right is exercised. Upon exercise of a related right, any limited right granted with respect thereto shall be deemed cancelled with respect to such exercise. No expiration or termination of a limited right shall itself cause an increase in the awards which may be granted under the Plan. It is intended that limited rights will be issued in connection with certain Changes in Control in order to provide grantees with the benefit of the "safe harbor" provisions of Exchange Act Rule 16b-3 under circumstances where exercise of the related rights might otherwise-occur outside of the Window Periods described elsewhere in this Plan. 13.7. Committee's Authority. The Committee, in its discretion, shall make such other and further adjustments are equitable and appropriate with respect to any transaction affecting the capitalization of the Company. 13.8. Company's Rights Unimpaired. The grant of rights pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 14. AMENDMENT OF THE PLAN. 14.1. Generally. The Board of Directors may, insofar as permitted by law, from time to time, suspend or discontinue the Plan or revise or amend it in any respect whatsoever, except that no such amendment shall alter or impair or diminish any rights or obligations under any right theretofore granted under the Plan without the consent of the person to whom such right was granted. In addition, without further shareholder approval or ratification, no such amendment shall: (i) materially increase the benefits accruing to participants in the Plan; (ii) materi ally increase the number of shares subject to the Plan (except as authorized by Section 13.1 or 13.2); (iii) materially modify the requirements as to eligibility for participation in the Plan; (iv) exte nd the term during which rights may be exercised; or (v) or extend the final date upon which rights under the Plan may be granted. Notwithstanding the foregoing, the Board of Directors may adopt such amendments as the Board shall in good faith deem necessary in order to conform the Plan to the requirements of Exchange Act Rule 16b-3. 14.2. Modifications to Awards. Subject to the terms of the Plan and with the consent of the grantee where appropriate, the Committee may amend outstanding award agreements, including without limitation amendments which accelerate exercisability of any award; or cancel an award and issue a new award in substitution therefor. 15. MISCELLANEOUS.15.1. No Rights as Shareholder. A grantee shall have no rights as a shareholder with respect to any shares covered by an award. No adjustment shall be made to the benefits payable under the Plan for dividends or other distributions paid with respect to the shares. 15.2. Effective Date. The Plan shall become effective on February 6, 1991, the date of its adoption by the Board of Directors, subject to the approval by the shareholders within 12 months of such adoption. 15.3. Agreement to Govern. In the event of any inconsistency between the terms of the award agreement and the description thereof contained herein, the terms of the agreement shall prevail. Todd-AO Corporation 6/3/91