**Exhibit 10.2**

 

**MEREDITH ENTERPRISES, INC.**

 

**2002 STOCK INCENTIVE PLAN**

 

**(amended and restated June 3, 2003)**

 

1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to provide additionalincentive to Employees, Directors and Consultants and to promote the success of the Company’s business. 

 

2. Definitions. As used herein, the following definitions shall apply: 

 

(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan. 

 

(b) “Affiliate” and “Associate” shallhave the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 

 

(c) “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicableprovisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards granted to residents therein.

 

(d) “Assumed” means that (i) pursuant to aCorporate Transaction defined in Section 2(q)(i), 2(q)(ii) or 2(q)(iii) or a Related Entity Disposition, the contractual obligations represented by the Award are assumed by the successor entity or its Parent in connection with the CorporateTransaction or Related Entity Disposition or (ii) pursuant to a Corporate Transaction defined in Section 2(q)(iv)**** or 2(q)(v), the Award is affirmed by the Company. The Award shall not be deemed “Assumed” for purposes of terminatingthe Award (in the case of a Corporate Transaction) and the termination of the Continuous Service of the Grantee (in the case of a Related Entity Disposition) if pursuant to a Corporate Transaction or a Related Entity Disposition the Award isreplaced with a comparable award with respect to shares of capital stock of the successor entity or its Parent. However, for purposes of determining whether the vesting of the Award accelerates, the Award shall be deemed “Assumed” if theAward is replaced with such a comparable stock award or the Award is replaced with a cash incentive program of the successor entity or Parent thereof which preserves the compensation element of such Award existing at the time of the CorporateTransaction or Related Entity Disposition and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award. The determination of Award comparability shall be made by the Administrator and its determinationshall be final, binding and conclusive. 

 

(e)“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Performance Unit, Performance Share, or other right or benefit under the Plan. 

(f) “Award Agreement” means the written agreement evidencing the grant of an Awardexecuted by the Company and the Grantee, including any amendments thereto. 

 

(g) “Board” means the Board of Directors of the Company. 

 

(h) “Cause” means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that suchtermination is for “Cause” as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, isbased on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct ormaterial breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. 

 

(i) “Change in Control” means a change in ownership or control of the Company effected through either ofthe following transactions: 

 

(i) the direct or indirectacquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common controlwith, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to atender or exchange offer made directly to the Company’s stockholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such stockholders accept, or 

 

(ii) a change in the composition of the Board over a period of thirty-six(36) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 

 

(j) “Code” means the Internal Revenue Code of 1986, asamended. 

 

(k) “Committee” means any committeeappointed by the Board to administer the Plan. 

 

(l)“Common Stock” means the common stock of the Company. 

 

(m) “Company” means Meredith Enterprises, Inc., a Delaware corporation and formerly known as West Coast Realty Investors, Inc. 

 

(n) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’scapacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 

 

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(o) “Continuing Directors” means members of the Board who either (i) have been Boardmembers continuously for a period of at least thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated for election as Board members by at least a majority of the Board membersdescribed in clause (i) who were still in office at the time such election or nomination was approved by the Board. 

 

(p) “Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director orConsultant, is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity ofEmployee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the AwardAgreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds ninety (90) days, and reemploymentupon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration of such ninety (90) dayperiod. 

 

(q) “Corporate Transaction” means anyof the following transactions: 

 

(i) a merger or consolidationin which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 

 

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including thecapital stock of the Company’s subsidiary corporations); 

 

(iii) the complete liquidation or dissolution of the Company; 

 

(iv) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to aperson or persons different from those who held such securities immediately prior to such merger; or 

 

(v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsoredemployee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than thirty-five percent (35%) of the total combined voting power of the Company’s outstanding securities butexcluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 

 

(r) “Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the Code. 

 

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(s) “Director” means a member of the Board or the board of directors of any RelatedEntity. 

 

(t) “Disability” means as definedunder the long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides servicedoes not have a long-term disability plan in place, “Disability” means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mentalimpairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

 

(u) “Dividend Equivalent Right” means a rightentitling the Grantee to compensation measured by dividends paid with respect to Common Stock. 

 

(v) “Employee” means any person, including an Officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entityshall not be sufficient to constitute “employment” by the Company. 

 

(w) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

 

(x) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

 

(i) If the Common Stock is listed on any established stock exchange or anational market system, including without limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales werereported) as quoted on such exchange or system on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), asreported in The Wall Street Journal or such other source as the Administrator deems reliable; 

 

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of aShare of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The WallStreet Journal or such other source as the Administrator deems reliable; or 

 

(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

 

(y) “Good Reason” means as such term is expressly defined ina then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, means any of the following 

 

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events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Granteeprovides written notice of the Grantee’s non-acquiescence within 30 days of the effective time of such event or condition): 

 

(i) a change in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’sresponsibilities or duties; 

 

(ii) a material reduction in theGrantee’s base salary; or 

 

(iii) requiring the Grantee tobe based at any place outside a 50-mile radius from the Grantee’s job location or residence.****

 

(z) “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan. 

 

(aa) “Immediate Family” means any child, stepchild,grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing theGrantee’s household (other than a tenant or employee), a trust in which these persons (or the Grantee) have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Grantee) control the management ofassets, and any other entity in which these persons (or the Grantee) own more than fifty percent (50%) of the voting interests. 

 

(bb) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of theCode 

 

(cc) “Non-Qualified Stock Option” meansan Option not intended to qualify as an Incentive Stock Option. 

 

(dd) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

 

(ee) “Option” means an option to purchase Shares pursuant toan Award Agreement granted under the Plan. 

 

(ff)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 

 

(gg) “Performance-Based Compensation” means compensation qualifying as “performance-based compensation” under Section 162(m) ofthe Code. 

 

(hh) “Performance Shares” meansShares or an Award denominated in Shares which may be earned in whole or in part upon attainment of performance criteria established by the Administrator. 

 

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(ii) “Performance Units” means an Award which may be earned in whole or in part uponattainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator. 

 

(jj) “Plan” means this 2002 Stock Incentive Plan.

 

(kk) “Related Entity” means any Parent orSubsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or indirectly.

 

(ll) “Related Entity Disposition” means thesale, distribution or other disposition by the Company or a Parent or a Subsidiary of the Company of all or substantially all of the interests of the Company or a Parent or a Subsidiary of the Company in any Related Entity effected by a sale, mergeror consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company or a Parent or a Subsidiary of the Company.

 

(mm) “Restricted Stock” means Shares issuedunder the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions as established by the Administrator.

 

(nn) “Rule 16b-3” means Rule 16b-3promulgated under the Exchange Act or any successor thereto. 

 

(oo) “SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established by the Administrator, measured by appreciation in the value of Common Stock. 

 

(pp) “Share” means a share of the Common Stock. 

 

(qq) “Subsidiary” means a “subsidiarycorporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. 

 

3. Stock Subject to the Plan. 

 

(a) Subject to the provisions of Section 10****, below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (includingIncentive Stock Options) is 150,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. 

 

Initially, 450,000 Shares were reserved for issuance under the Plan. In August 2002, the Company effected a one-for-three reverse split of theCompany’s common stock thereby decreasing the number of Shares reserved for issuance under the Plan to 150,000 Shares. 

 

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(b) Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled, expires or issettled in cash, shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not bereturned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at their original purchase price, such Shares shall become available for future grantunder the Plan. 

 

4. Administration of the Plan.

 

(a) Plan Administrator. 

 

(i) Administration with Respect to Directors and Officers. Withrespect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such amanner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve inits designated capacity until otherwise directed by the Board. 

 

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Boardor (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by theBoard. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time. 

 

(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended toqualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-BasedCompensation. In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee” shall be deemed to be references to such Committee or subcommittee. 

 

(iv) Administration Errors. In the event an Award is granted in amanner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 

 

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any otherpowers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 

 

(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder; 

 

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(ii) to determine whether and to what extent Awards are granted hereunder; 

 

(iii) to determine the number of Shares or the amount of other considerationto be covered by each Award granted hereunder; 

 

(iv) toapprove forms of Award Agreements for use under the Plan; 

 

(v)to determine the terms and conditions of any Award granted hereunder; 

 

(vi) to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s writtenconsent; 

 

(vii) to construe and interpret the terms of thePlan and Awards, including without limitation, any notice of award or Award Agreement, granted pursuant to the Plan; 

 

(viii) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to affordGrantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of thePlan; and 

 

(ix) to take such other action, not inconsistentwith the terms of the Plan, as the Administrator deems appropriate. 

 

5. Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company, a Parent or a Subsidiary. An Employee,Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in foreign jurisdictions as the Administrator maydetermine from time to time. 

 

6. Terms and Conditions ofAwards. 

 

(a) Type of Awards. The Administrator isauthorized under the Plan to award any type of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) an Option, aSAR, or similar right with a fixed price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria orother conditions, or (iii) any other security with the value derived from the value of the Shares. Such awards include, without limitation, Options, SARs, or sales or bonuses of Restricted Stock, Dividend Equivalent Rights, Performance Units orPerformance Shares, and an Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative. 

 

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(b) Designation of Award. Each Award shall be designated in the Award Agreement. In the case of anOption, the Option shall be designated as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of Shares subject to Options designated asIncentive Stock Options which become exercisable for the first time by a Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options, to the extent of the Shares covered therebyin excess of the foregoing limitation, shall be treated as Non-Qualified Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall bedetermined as of the grant date of the relevant Option. 

 

(c)Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of firstrefusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator maybe based on any one of, or combination of, increase in share price, earnings per share, total stockholder return, return on equity, return on assets, return on investment, net operating income, cash flow, revenue, economic value added, personalmanagement objectives, or other measure of performance selected by the Administrator. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement.

 

(d) Acquisitions and Other Transactions. TheAdministrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in anotherentity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction. 

 

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the opportunity toelect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under an Award (butonly to the extent that such deferral programs would not result in an accounting compensation charge unless otherwise determined by the Administrator). The Administrator may establish the election procedures, the timing of such elections, themechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for theadministration of any such deferral program. 

 

(f) SeparatePrograms. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator fromtime to time.****

 

(g) Individual Option and SARLimit. The maximum number of Shares with respect to which Options and SARs may be granted to any Grantee in any fiscal year of the 

 

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Company shall eighty three thousand three hundred and thirty-three (83,333) Shares. In connection with a Grantee’s commencement of Continuous Service, aGrantee may be granted Options and SARs for up to an additional thirty three thousand three hundred and thirty-three (33,333) Shares which shall not count against the limit set forth in the previous sentence. The foregoing limitations shall beadjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitations withrespect to a Grantee, if any Option or SAR is canceled, the canceled Option or SAR shall continue to count against the maximum number of Shares with respect to which Options and SARs may be granted to the Grantee. For this purpose, the repricing ofan Option (or in the case of a SAR, the base amount on which the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as the cancellation of the existing Option or SAR andthe grant of a new Option or SAR. 

 

(h) Early Exercise.The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares receivedpursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. 

 

(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, thatthe term of an Incentive Stock Option shall be no more than ten (10) years from the date of grant thereof. ****However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representingmore than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be providedin the Award Agreement. 

 

(j) Transferability of Awards.Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by theGrantee; provided, however, that the Grantee may designate a beneficiary of the Grantee’s Incentive Stock Option in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. Other Awards shall betransferred by will and by the laws of descent and distribution, and during the lifetime of the Grantee, by gift and or pursuant to a domestic relations order to members of the Grantee’s Immediate Family to the extent and in the mannerdetermined by the Administrator. 

 

(k) Time of GrantingAwards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination shall begiven to each Employee, Director or Consultant to whom an Award is so granted within a reasonable time after the date of such grant. 

 

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7. Award Exercise or Purchase Price, Consideration and Taxes. 

 

(a) Exercise or Purchase Price. The exercise or purchase price, ifany, for an Award shall be as follows: 

 

(i) In the case of anIncentive Stock Option: 

 

(A) granted to an Employee who, atthe time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be not less than onehundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or 

 

(B) granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date ofgrant. 

 

(ii) In the case of a Non-Qualified Stock Option, theper Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant unless otherwise determined by the Administrator. 

 

(iii) In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any,shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

 

(iv) In the case of other Awards, such price as is determined by the Administrator. 

 

(v) Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section6(d)****, above, the exercise or purchase price for the Award shall be determined in accordance with the principles of Section 424(a) of the Code. 

 

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Awardincluding the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may determine, theAdministrator is authorized to accept as consideration for Shares issued under the Plan the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted bythe Delaware General Corporation Law: 

 

(i) cash; 

 

(ii) check; 

 

(iii) subject to the bylaws of the Company then in effect, delivery of Grantee’s promissory note with such recourse,interest, security, and redemption provisions as the Administrator determines as appropriate; 

 

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(iv) surrender of Shares or delivery of a properly executed form of attestation of ownership of Sharesas the Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as towhich said Award shall be exercised (but only to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by theAdministrator); 

 

(v) with respect to Options, payment througha broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company,out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchasedShares directly to such brokerage firm in order to complete the sale transaction; or 

 

(vi) any combination of the foregoing methods of payment. 

 

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of anyforeign, federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on exercise of an Incentive StockOption. Upon exercise of an Award the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations. 

 

8. Exercise of Award. 

 

(a) Procedure for Exercise; Rights as a Stockholder. 

 

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms of thePlan and specified in the Award Agreement. 

 

(ii) An Awardshall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Awardis exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(v). Until the issuance (as evidenced by the appropriate entry on the books of the Companyor of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Shares subject to an Award,notwithstanding the exercise of an Option or other Award. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Award. No adjustment will be made for a dividend or other right for which the record dateis prior to the date the stock certificate is issued, except as provided in the Award Agreement or Section 10, below. 

 

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(b) Exercise of Award Following Termination of Continuous Service. 

 

(i) An Award may not be exercised after the termination date of such Awardset forth in the Award Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 

 

(ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’sContinuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

 

(iii) Any Award designated as an Incentive Stock Option to the extent notexercised within the time permitted by law for the exercise of Incentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Non-Qualified Stock Option and thereafter shall be exercisableas such to the extent exercisable by its terms for the period specified in the Award Agreement. 

 

9. Conditions Upon Issuance of Shares. 

 

(a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Sharespursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

 

(b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws.

 

10. Adjustments Upon Changes in Capitalization. Subjectto any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted orwhich have been returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Options and SARs may be granted to any Grantee in any fiscal year of the Company, as well as anyother terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination orreclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine inits discretion, any other transaction with respect to Common Stock to which Section 424(a) of the Code applies or a similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been“effected without receipt of consideration.” Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares ofstock of any class, or securities convertible into shares of 

 

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stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.

 

11. Corporate Transactions/Changes in Control/RelatedEntity Dispositions. 

 

(a) Termination of Award toExtent Not Assumed. 

 

(i) Corporate Transaction.Effective upon the consummation of a Corporate Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 

 

(ii) Related Entity Disposition. Effective upon the consummationof a Related Entity Disposition, for purposes of the Plan and all Awards, there shall be a deemed termination of Continuous Service of each Grantee who is at the time engaged primarily in service to the Related Entity involved in such Related EntityDisposition and each Award of such Grantee which is at the time outstanding under the Plan shall be exercisable in accordance with the terms of the Award Agreement evidencing such Award. However, such Continuous Service shall not be deemed toterminate as to the portion of any such award that is Assumed. 

 

(b) Acceleration of Award Upon Corporate Transaction/Change in Control/Related Entity Disposition. 

 

(i) Corporate Transaction. Except as provided otherwise in an individual Award Agreement, in the event of a Corporate Transaction and: 

 

(A) for the portion of each Award that is Assumed, then such Award (ifassumed), the replacement Award (if replaced), or the cash incentive program automatically shall become fully vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fairmarket value) for all of the Shares at the time represented by such Assumed portion of the Award, immediately upon termination of the Grantee’s Continuous Service (substituting the successor employer corporation, if any, for “Company orRelated Entity” for the definition of “Continuous Service”) if such Continuous Service is terminated by the successor company or the Company without Cause or voluntarily by the Grantee with Good Reason within twelve (12) months of theCorporate Transaction; and 

 

(B) for the portion of each Awardthat is not Assumed, such portion of the Award shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the Shares atthe time represented by such portion of the Award, immediately prior to the specified effective date of such Corporate Transaction. 

 

(ii) Change in Control. Except as provided otherwise in an individual Award Agreement, following a Change in Control (other than a Change inControl which also is a Corporate Transaction) and upon the termination of the Continuous Service of a Grantee if such Continuous Service is terminated by the Company or Related Entity without Cause or voluntarily by the Grantee with Good Reasonwithin twelve (12) months of a Change in Control, 

 

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each Award of such Grantee which is at the time outstanding under the Plan automatically shall become fully vested and exercisable and be released from anyrepurchase or forfeiture rights (other than repurchase rights exercisable at fair market value), immediately upon the termination of such Continuous Service. 

 

(iii) Related Entity Disposition. Except as provided otherwise in an individual Award Agreement, in the event of a Related Entity Disposition and:

 

(A) for the portion of each Award that is Assumed, then suchAward (if assumed), the replacement Award (if replaced), or the cash incentive program automatically shall become vested, exercisable and payable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable atfair market value) for all of the Shares at the time represented by such Assumed portion of the Award, immediately upon termination of the Grantee’s Continuous Service (substituting the successor employer corporation, if any, for “Companyor Related Entity” for the definition of “Continuous Service”) if such Continuous Service is terminated by the successor company without Cause or voluntarily by the Grantee with Good Reason within twelve (12) months of the RelatedEntity Disposition; and 

 

(B) for the portion of each Award ofa Grantee who is at the time engaged primarily in service to the Related Entity involved in such Related Entity Disposition that is not Assumed, such portion of the Award of such Grantee automatically shall become fully vested and exercisable and bereleased from any repurchase or forfeiture rights (other than repurchase rights exercisable at fair market value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified effective date of suchRelated Entity Disposition. 

 

(c) Effect of Acceleration onIncentive Stock Options. The portion of any Incentive Stock Option accelerated under this Section 11 in connection with a Corporate Transaction, Change in Control or Related Entity Disposition shall remain exercisable as an Incentive StockOption under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as aNon-Qualified Stock Option. 

 

12. Effective Date and Term ofPlan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject toSection 17, below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective. 

 

13. Amendment, Suspension or Termination of the Plan. 

 

(a) The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company shall obtainstockholder approval of any Plan amendment in such a manner and to such a degree as required. 

 

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan. 

 

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(c) Any amendment, suspension or termination of the Plan (including termination of the Plan under Section12, above) shall not affect Awards already granted, and such Awards shall remain in full force and effect as if the Plan had not been amended, suspended or terminated, unless mutually agreed otherwise between the Grantee and the Administrator, whichagreement must be in writing and signed by the Grantee and the Company. 

 

14. Reservation of Shares. 

 

(a) The Company,during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

 

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’scounsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

 

15. No Effect on Terms of Employment/ConsultingRelationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the Company’s right to terminate the Grantee’sContinuous Service at any time, with or without Cause, and with or without notice. The Company’s ability to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantee’sContinuous Service has been terminated for Cause for the purposes of this Plan. 

 

16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation forpurposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which theavailability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 

 

17. Stockholder Approval. The Plan became effective when adopted bythe Board on July 19, 2002. The stockholders of the Company approved the Plan at the annual meeting in 2002. On June 3, 2003, the Board adopted and approved an amendment and restatement of the Plan to (a) change the name of the Plan tothe Meredith Enterprises, Inc. 2002 Stock Incentive Plan, (b) update the number of Shares reserved for issuance under the Plan to reflect the one-for-three reverse split of the Company’s common stock and (c) update the maximum number of Shareswith respect to which Options and SARs may be granted to any Grantee in any fiscal year of the Company to reflect the one-for-three reverse split of the Company’s common stock, which amendment is not subject to approval by the stockholders ofthe Company.****

 

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