1986 EMPLOYEE STOCK PURCHASE PLAN



 Exhibit 10.2 
  
 MEDIA 100 INC. 
  
 1986 Employee Stock Purchase Plan, 
 as amended through April 15, 2003 
  
 Section 1. Purpose of Plan. 
  
 The Media 100 Inc. (“Media 100”) 1986 Employee Stock Purchase Plan (the “Plan”) is intended to provide a method by which eligible employees of Media 100 (formerly Data Translation, Inc.) and its subsidiaries
(collectively, the “Company”) may use voluntary, systematic payroll deductions to purchase shares of Common Stock of Media 100 (“stock”) and thereby acquire an interest in the future of the Company. For purposes of the Plan, a
subsidiary is any corporation in which Media 100 owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock. 
  
 Section 2. Options to Purchase Stock. 
  
 Under the Plan, there is available an aggregate of not more than 1,900,000[1] shares of stock (subject to adjustment as provided in Section 16) for sale pursuant to the exercise of options (“options”)
granted under the Plan to employees of the Company (“employees”). The stock to be delivered upon exercise of options under the Plan may be either shares of Media 100’s authorized but unissued stock, or shares of reacquired stock, as
the Board of Directors of Media 100 (the “Board of Directors”) shall determine. 
  
 Section 3. Eligible Employees. 
  
 Except as otherwise provided in Section 20, each employee who has completed one month of continuous service in the employ of the Company shall be eligible
to participate in the Plan. 
  
 Section 4.
Method of Participation. 
  
 Subject to the second
paragraph of Section 8, the periods January 1 to June 30 and July 1 to December 31 of each year shall be option periods. Each person who will be an eligible employee on the first day of any option period may elect to participate in the Plan by
executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5. Such employee shall thereby become a participant (“participant”) on the first day of such option period and shall
remain a participant until his participation is terminated as 


	1	 	An increase in the number of shares authorized for issuance under the Plan by 400,000 to a total of 1,900,000 shares was approved by the requisite vote of
stockholders at the Annual Meeting of Stockholders of Media 100 held on April 15, 2003. 








 provided in the Plan. Each participant shall execute, prior to or contemporaneously with his election to participate in
the Plan, the Company’s then standard form of Employee Agreement relating to confidentiality, inventions and the like. 
  
 Section 5. Payroll Deductions. 
  
 The payroll deduction authorization shall request withholding, at a rate of not less than 2% nor more than 10%, from the participant’s compensation,
by means of substantially equal payroll deductions over the option period. For purposes of the Plan, “compensation” shall mean all compensation paid to the participant by the Company including compensation paid as bonuses and commissions,
but excluding overrides, overseas allowances, and payments under stock option plans and other employee benefit plans A participant may change the withholding rate of his payroll deduction authorization by written notice delivered to the Company at
least 15 days prior to the first day of the option period as to which the change is to be effective. All amounts withheld in accordance with a participant’s payroll deduction authorization shall be credited to a withholding account for such
participant. 
  
 Section 6. Grant of
Options. 
  
 Each person who is a participant on the first
day of an option period shall as of such day be granted an option for such period. Such option shall be for the number of shares of stock to be determined by dividing (a) the balance in the participant’s withholding account on the last day of
the option period by (b) the purchase price per share of the stock determined under Section 7, and eliminating any fractional share from the quotient. The Company shall reduce on a substantially proportionate basis the number of shares of stock
receivable by each participant upon exercise of his option for an option period in the event that the number of shares then available under the Plan is otherwise insufficient. 
  
 Section 7. Purchase Price. 
  
 The purchase price of stock issued pursuant to the exercise of an option shall be 85% of the fair market value of the stock
at (a) the time of grant of the option or (b) the time at which the option is deemed exercised, whichever is less. Fair market value shall be determined in accordance with the applicable provisions of the Internal Revenue Code of 1986, as amended or
restated from time to time (the “Code”) or regulations issued thereunder, or in the absence of any such provisions or regulations, shall be deemed to be the last sale price at which the stock is traded on the day in question or the last
prior date on which a trade occurred as reported in the Wall Street Journal; or, if the Wall Street Journal is not published or does not list the stock, then in such other appropriate newspaper of general circulation as the Board of Directors may
prescribe; or, if the last price at which the stock traded is not generally reported, then the mean between the reported bid and asked prices at the close of the market on the day in question or the last prior date when such prices were reported.

  
 Section 8. Exercise of Options.

  
 If an employee is a participant in the Plan on the last
business day of an option period, he shall be deemed to have exercised the option granted to him for that period. Upon such exercise, 







 the Company shall apply the balance of the participant’s withholding account to the purchase of the number of whole
shares of stock determined under Section 6, and as soon as practicable thereafter shall issue and deliver certificates for said shares to the participant and shall return to him the balance, if any, of his withholding account in excess of the total
purchase price of the shares so issued. No fractional shares shall be issued hereunder. 
  
 Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any shares unless and until, in the opinion of the Company’s counsel, all requirements of applicable federal and
state laws and regulations (including any requirements as to legends) have been complied with, nor, if the outstanding stock is at the time listed on any securities exchange, unless and until the shares to be delivered have been listed (or
authorized to be added to the list upon official notice of issuance) upon such exchange, nor unless or until all other legal matters in connection with the issuance and delivery of shares have been approved by the Company’s counsel. 

 
 Section 9. Interest. 
  
 No interest will be payable on withholding accounts. 
  
 Section 10. Cancellation and Withdrawal. 

 
 A participant who holds an option under the Plan may at any time prior to
exercise thereof under Section 8 cancel all (but not less than all) of his option by written notice delivered to the Company. Upon such cancellation, the balance in his withholding account shall be returned to him. 
  
 A participant may terminate his payroll deduction authorization as of any
date by written notice delivered to the Company and shall thereby cease to be a participant as of such date. Any participant who voluntarily terminates his payroll deduction authorization prior to the last business day of an option period shall be
deemed to have canceled his option. 
  
 Section
11. Termination of Employment. 
  
 Except as otherwise
provided in Section 12, upon the termination of a participant’s employment with the Company for any reason whatsoever, he shall cease to be a participant, and any option held by him under the Plan shall be deemed cancelled, the balance of his
withholding account shall be returned to him, and he shall have no further rights under the Plan. For purposes of this Section 11, a participant’s employment will not be considered terminated in the case of sick leave or other bona fide leave
of absence approved for purposes of this Plan by Media 100 or a subsidiary or in the case of a transfer to the employment of a subsidiary or to the employment of Media 100. 
  
 Section 12. Death or Retirement of Participant. 
  
 In the event a participant holds any option hereunder at the time his
employment with the Company is terminated (1) by his retirement with the consent of the Company, and such retirement is within three months of the time such option becomes exercisable, or (2) by his 







 death whenever occurring, then such participant (or in the event of death, his legal representative) may, by a writing
delivered to the Company on or before the date such option is exercisable, elect either (a) to cancel any such option and receive in cash the balance in his withholding account, or (b) to have the balance in his withholding account applied as of the
last day of the option period to the exercise of his option pursuant to Section 8. In the event such participant (or his legal representative) does not file a written election as provided above, any outstanding option shall be treated as if an
election had been filed pursuant to subparagraph (a) above. 
  
 Section 13. Participant’s Rights Not Transferable, Etc. 
  
 All participants granted options under the Plan shall have the same rights and privileges. Each participant’s rights and privileges under any option
granted under the Plan shall be exercisable during his lifetime only by him, and shall not be sold, pledged, assigned, or otherwise transferred in any manner whatsoever except by will or the laws of descent and distribution. In the event any
participant violates the terms of this Section, any options held by him may be terminated by the Company and upon return to the participant of the balance of his withholding account, all his rights under the Plan shall terminate. 
  
 Section 14. Employment Rights. 
  
 Neither the adoption of the Plan nor any of the provisions of the Plan shall
confer upon any participant any right to continued employment with Media 100 or a subsidiary or affect in any way the right of the Company to terminate the employment of a participant at any time. 
  
 Section 15. Rights as a Shareholder. 
  
 A participant shall have the rights of a shareholder only as to stock
actually acquired by him under the Plan. 
  
 Section 16. Change in Capitalization. 
  
 In the
event of a stock dividend, stock split or combination of shares, recapitalization, merger in which Media 100 is the surviving corporation or other change in Media 100’s capital stock, the number and kind of shares of stock or securities of
Media 100 to be subject to the Plan and to options then outstanding or to be granted hereunder, the maximum number of shares or securities which may be delivered under the Plan, the option price and other relevant provisions shall be appropriately
adjusted by the Board of Directors, whose determination shall be binding on all persons. In the event of a consolidation or merger in which Media 100 is not the surviving corporation or in the event of the sale or transfer of substantially all Media
100’s assets (other than by the grant of a mortgage or security interest), all outstanding options shall thereupon terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Board of Directors
shall either (a) return the balance in all withholding accounts and cancel all outstanding options, or (b) accelerate the exercise date provided for in Section 8, or (c) if there is a surviving or acquiring corporation, arrange to have that
corporation or an affiliate of that corporation grant to the participants replacement options having equivalent terms and conditions as determined by the Board of Directors. 







 Section 17. Administration of Plan. 
  
 The Plan will be administered by the Board of Directors. The Board of
Directors will have authority, not inconsistent with the express provisions of the Plan, to take all action necessary or appropriate hereunder, to interpret its provisions, and to decide all questions and resolve all disputes which may arise in
connection therewith. Such determinations of the Board of Directors shall be conclusive and shall bind all parties. 
  
 The Board may, in its discretion, delegate its powers with respect to the Plan to an Employee Benefit Plan Committee or any other committee (the
“Committee”), in which event all references to the Board of Directors hereunder, including without limitation the references in Section 18, shall be deemed to refer to the Committee. A majority of the members of any such Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of
the Committee members. 
  
 Section 18.
Amendment and Termination of Plan. 
  
 The Board of
Directors may at any time or times amend the Plan or amend any outstanding option or options for the purpose of satisfying the requirements of any changes in applicable laws or regulations or for any other purpose which may at the time be permitted
by law, provided that (except to the extent explicitly required or permitted herein) no such amendment will, without the approval of the shareholders of Media 100, (a) increase the maximum number of shares available under the Plan, (b) reduce the
option price of outstanding options or reduce the price at which options may be granted, or (c) amend the provisions of this Section 18 of the Plan, and no such amendment will adversely affect the rights of any participant (without his consent)
under any option theretofore granted. 
  
 The Plan may be
terminated at any time by the Board of Directors, but no such termination shall adversely affect the rights and privileges of holders of the outstanding options. 
  
 Section 19. Approval of Shareholders. 
  
 The Plan shall be subject to the approval of the shareholders of the Company, which approval shall be secured within twelve
months after the date the Plan is adopted by the Board of Directors. Notwithstanding any other provisions of the Plan, no option shall be exercised prior to the date of such approval. For purposes of the foregoing, any increase in the number of
shares described in Section 2, other than pursuant to adjustment as provided in Section 16, shall be treated as an adoption of the Plan with respect to the additional shares. 
  
 Section 20. Limitations on Eligibility. 
  
 Notwithstanding any other provision of the Plan, 
  
 (a) An employee shall not be eligible to receive an option pursuant to the
Plan if, immediately after the grant of such option to him, he would (in accordance with the provisions of 







 Sections 423 and 425(d) of the Code) own or be deemed to own stock possessing 5% or more of the total combined voting
power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporation, as defined in Section 425 of the Code. 
  
 (b) No employee shall be granted an option under the Plan which would permit his rights to purchase shares of stock under all employee stock purchase
plans of the Company and any parent and subsidiary corporations to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined at the time the option is granted) for each calendar year during which any such option granted
to such employee is outstanding at any time, as provided in Sections 423 and 425 of the Code. Without limiting the foregoing, the maximum number of shares for which an employee may be granted an option under the Plan for any six-month option period
shall be the number of whole shares obtained by dividing $12,500 by the fair market value of one share of Common Stock on the date of grant.