2002 STOCK OPTION AND INCENTIVE PLAN



 Exhibit 10.4 
  
 MEDIA 100 INC. 
  
 2002 STOCK OPTION AND INCENTIVE PLAN 
  
 1. Purpose and Eligibility 
  
 The purpose of this 2002 Stock Option and Incentive Plan (the “Plan”) of Media 100 Inc. (the “Company”) is to provide
stock options and other equity interests in the Company (each an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, all of whom are eligible to receive Awards under the Plan.
Any person to whom an Award has been granted under the Plan is called a “Participant”. Additional definitions are contained in Section 8. 
  
 2. Administration 
  
 a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The
Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final
and binding on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan. 
  
 b. Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean such Committee or the Board. 
  
 c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more
executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of
shares issuable to any one Participant pursuant to Awards granted by such executive officers. 
  
 3. Stock Available for Awards 
  
 a. Number of Shares. Subject to adjustment under Section 3(c), the aggregate number of shares of Common Stock of the Company (the “Common
Stock“) that may be issued pursuant to the Plan is 950,000 shares. If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant
of Awards under the Plan. If shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than cost, such shares of Common Stock shall again be available for the grant of Awards
under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. 







 b. Per-Participant Limit. Subject to adjustment under Section 3(c), no Participant may be granted
Awards during any one fiscal year to purchase more than 500,000 shares of Common Stock. 
  
 c. Adjustment to Common Stock. In the event of any stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off, split-up, or other similar change in capitalization or event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting
schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding stock-based Award shall be adjusted by the Company (or substituted
Awards may be made) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate. If Section 7(e)(i) applies for any event, this Section 3(c) shall not be applicable. 
  
 4. Stock Options 
  
 a. General. The Board may grant options to purchase Common Stock
(each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the Common Stock
issued upon the exercise of each Option, including vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws, as it considers advisable. 
  
 b. Incentive Stock Options. An Option that the Board intends to be an
“incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall be granted only to employees of the Company and shall be subject to and shall be construed consistently with the
requirements of Section 422 of the Code. The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not
qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option.” 
  
 c. Exercise Price. The Board shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the
time each Option is granted and specify it in the applicable option agreement. 
  
 d. Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement. 
  
 e. Exercise of Option. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(f) for the number of shares for which the Option is exercised. 
  
 f. Payment Upon Exercise. Common Stock purchased upon the exercise of
an Option shall be paid for by one or any combination of the following forms of payment: 







 (i) by check payable to the order of the Company; 
  
 (ii) except as otherwise explicitly provided in the applicable option
agreement, and only if the Common Stock is then publicly traded, delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the
Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or 
  
 (iii) to the extent explicitly provided in the applicable option agreement,
by (x) delivery of shares of Common Stock owned by the Participant valued at fair market value (as determined by the Board or as determined pursuant to the applicable option agreement), (y) delivery of a promissory note of the Participant to the
Company (and delivery to the Company by the Participant of a check in an amount equal to the par value of the shares purchased), or (z) payment of such other lawful consideration as the Board may determine. 
  
 5. Restricted Stock 
  
 a. Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company by the Participant of a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their
issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board
for such Award (each, a “Restricted Stock Award”). 
  
 b. Terms and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). After the expiration of the applicable restriction periods, the Company (or such
designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s
estate. 
  
 6. Other Stock-Based Awards

  
 The Board shall have the right to grant other Awards based
upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock
appreciation rights, phantom stock awards or stock units. 







 7. General Provisions Applicable to Awards 
  
 a. Transferability of Awards. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. 
  
 b. Documentation. Each Award under the Plan shall be evidenced by a
written instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board. Each Award may contain terms and conditions in addition to those set forth in the Plan provided
that such terms and conditions do not contravene the provisions of the Plan. 
  
 c. Board Discretion. The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly. 
  
 d. Termination of Status. The Board shall determine the effect on an Award of the disability, death, retirement,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award. 
  
 e.
Acquisition of the Company 
  
 (i) Consequences of an
Acquisition. Upon the consummation of an Acquisition, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 7(e)(i), also the “Board”), shall, as to outstanding Awards (on the same
basis or on different bases, as the Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis
for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation, or (c) such
other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject
to such Awards immediately preceding the Acquisition. In addition to or in lieu of the foregoing, with respect to outstanding Options, the Board may, on the same basis or on different bases as the Board shall specify, upon written notice to the
affected optionees, provide that one or more one or more Options then outstanding shall become immediately exercisable in full and that such Options must, be exercised in whole or in part within a specified number of days of the date of such notice,
at the end of which period such Options shall terminate, or provide that one or more one or more Options then outstanding, in whole or in part, shall become immediately exercisable in full and shall be terminated in exchange for a cash payment equal
to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to such Options over the exercise price thereof; provided, however,; in the event of the acceleration of the exercisability of one or
more outstanding Options, the Board may provide, as a condition of full exercisability or any or all such Options, that the Common Stock as to which exercisability has been accelerated 







 shall be restricted stock subject to forfeiture and repurchase at the option of the Company at the cost thereof upon
termination of employment or other relationship, with the timing and other terms of the vesting of such restricted stock being equivalent to the timing and other terms of the superseded exercise schedule of the related Option. that before
terminating any portion of an Option that is not vested or exercisable (other than in exchange for a cash payment), the Board must first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by
the Board (on the same basis or on different bases as the Board shall specify), any repurchase rights or other rights of the Company that relate to an Option or other Award shall continue to apply to consideration, including cash, that has been
substituted, assumed or amended for an Option or other Award pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. 
  
 (C) Acquisition Defined. An “Acquisition“ shall
mean: (x) the sale of the Company by merger in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (y) any sale of all or substantially
all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (z) any other acquisition of the business of the Company, as determined by the Board. 
  
 (ii) Acquisition Defined. An “Acquisition” shall
mean: (x) any merger, consolidation or other reorganization of the outstanding capital securities of the Company in which the holders of the outstanding voting securities of the Company immediately preceding the consummation of such event, shall,
immediately following such event, hold, as a group, less than a majority of the outstanding voting securities of the surviving or successor entity; or (y) any acquisition (other than by merger or consolidation) of more than 50% of the outstanding
voting securities of the Company in one or a series of related transactions by any person or group that did not beneficially own more than 10% of the voting securities of the Company prior to such acquisition; or (z) any sale, lease, transfer or
other disposition (other than by merger or consolidation) of all or substantially all of the assets of the Company (other than in a spin-off or similar transaction to the Company’s existing voting securityholders). 
  
 (iii) Assumption of Options Upon Certain Events. In connection with a
merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an
affiliate thereof. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. 
  
 f. Withholding. Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. The Board may allow Participants to satisfy such tax obligations in whole or in part by transferring shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at their fair market value (as determined by the Board or as determined pursuant to the applicable option agreement). The Company may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to a Participant. 







 g. Amendment of Awards. The Board may amend, modify or terminate any outstanding Award including,
but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that, the
Participant’s consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. 
  
 h. Conditions on Delivery of Stock. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the
opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations. 
  
 i. Acceleration. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions
or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii)
disqualify all or part of the Option as an Incentive Stock Option. In the event of the acceleration of the exercisability of one or more outstanding Options, including pursuant to paragraph (e)(i), the Board may provide, as a condition of full
exercisability of any or all such Options, that the Common Stock or other substituted consideration, including cash, as to which exercisability has been accelerated shall be restricted stock subject to forfeiture back to the Company at the option of
the Company at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such restricted stock or other consideration being equivalent to the timing and other terms of the superseded
exercise schedule of the related Option. 
  
 8.
Miscellaneous 
  
 a. Definitions. 
  
 (i) “Company,” for purposes of eligibility under the Plan,
shall include any present or future subsidiary corporations of Media100 Inc., as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of Media 100 Inc., as defined in Section 424(e) of
the Code. For purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its
sole discretion. 
  
 (ii) “Code” means the
Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 







 (iii) “Employee” for purposes of eligibility under the Plan (but not for purposes of
Section 4(b)) shall include a person to whom an offer of employment has been extended by the Company. 
  
 b. No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any
liability or claim under the Plan. 
  
 c. No Rights As
Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder thereof. 
  
 d. Effective Date and Term of
Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously
granted may extend beyond that date. 
  
 e. Amendment of
Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time. 
  
 f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
Delaware, without regard to any applicable conflicts of law. 
  
 Adopted by the Board of Directors on 
 January 23, 2002