Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - COREL CORP | dp16287_8k.htm |
| EX-10.2 - EXHIBIT 10.2 - COREL CORP | dp16287_ex1002.htm |
| EX-99.1 - EXHIBIT 99.1 - COREL CORP | dp16287_ex9901.htm |
| EX-10.3 - EXHIBIT 10.3 - COREL CORP | dp16287_ex1003.htm |
| EX-3.1 - EXHIBIT 3.1 - COREL CORP | dp16287_ex0301.htm |
EXHIBIT
10.1
Amendment to Amended 2006 Equity Incentive
Plan
THIS
AMENDMENT (this “Amendment”) to the
Amended 2006 EQUITY INCENTIVE PLAN (as amended to date, the “Plan”) by Corel
Corporation (the “Company”) is entered
into as of January 25, 2010. Capitalized terms used herein without
definition shall have the meanings assigned thereto in the Plan.
W I T N E
S S E T H:
WHEREAS,
on October 28, 2009, Corel Holdings L.P., which then held approximately 68% of
the Company’s outstanding common shares, extended an offer to acquire the
Company’s remaining publicly held common shares, and on December 29, 2009, the
Company filed a definitive proxy statement with respect to the proposed
second-step transaction pursuant to which Corel Holdings L.P. will complete its
acquisition of the Company (together, these transactions are referred to as the
“Take-Private
Transaction”), which if completed will result in the Company becoming
privately held;
WHEREAS,
if a transaction similar to the Take-Private Transaction were completed by any
party other than Corel Holdings L.P. or any of its affiliates, such transaction
would constitute a “Significant Event” under the Plan;
WHEREAS,
after due consideration, the Compensation Committee of the Board of Directors of
the Company has concluded that in the context of the Take-Private Transaction,
there is no reason to limit the rights of optionholders or distinguish the terms
of the options based upon the identity of the acquiror; and
WHEREAS,
pursuant to Section 7(a) of the Plan, the Board or Committee (each as defined in
the Plan) may amend the Plan without the consent of participants, as long as the
amendment does not impair the rights of participants, and without the consent of
the Company’s shareholders except for certain matters specified in the
Plan.
Section
1. Amendment. The
definition of “Significant Event” in Section 2 of the Plan is hereby amended to
read in its entirety as follows:
“Significant
Event” means, unless otherwise defined in an Award Agreement or a written
employment agreement between the Company and a Participant (which definition
shall govern), the occurrence of any of the following events: (1) a person or
group of persons becomes the beneficial owner of securities of the Company
constituting 50% or more of the voting power of all outstanding voting
securities of the Company, (2) a majority of the Company’s Board as of the date
of adoption of this Plan (including any successors approved by the then existing
Board) cease to constitute a majority of the Board; (3) a merger, consolidation,
amalgamation or arrangement of the Company (or a similar transaction) occurs,
unless after the event, 50% or more of the voting power of the combined company
is beneficially owned by the same person or group of persons as immediately
before the event; or (4) the Company’s shareholders approve a plan of complete
liquidation or winding-up of the Company, or the sale or disposition of all or
substantially all the Company’s assets (other than a transfer to an Affiliate of
the Company); provided
that the following shall not constitute a Significant Event: (i) any person or
group of persons becoming the beneficial owner of the threshold of securities
specified in (1) as a result of the acquisition of securities by the Company or
a subsidiary which, by reducing the number of securities outstanding, increases
the
proportional
number of securities beneficially held by that person or group of persons, (ii)
any acquisition of securities directly from the Company in connection with a
bona fide financing or series of financings by the Company, (iii) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or its Affiliates or (iv) beneficial ownership by
Corel Holdings, L.P., its Affiliates and/or its Control Persons or any increased
ownership by any of them. In addition, the completion of the
Consolidation (as defined in the proxy statement filed with the Securities and
Exchange Commission by the Company on December 29, 2009) shall constitute a
“Significant Event”.
Section 2. Miscellaneous.
(a) The Plan, as amended, is
and shall continue to be in full force and effect.
(b) All headings set forth
in this Amendment are intended for convenience only and shall not control or
affect the meaning, construction or effect of this Amendment or the Plan or of
any of the provisions hereof or thereof.
(c) The validity,
construction, and effect of this Amendment and any rules and regulations
relating to the this Amendment or Plan will be determined in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.
Section 3. Authorization. This
Amendment has been executed by the Company.
IN
WITNESS WHEREOF, the undersigned has caused this Amendment to the Amended 2006
Equity Incentive Plan to be executed as of the same day and year first above
written.
COREL
CORPORATION
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By:
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/s/ Eleanor
Lacey
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Name:
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Eleanor
Lacey
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Title:
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Vice
President & General Counsel
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Vice
President, Business Development
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