Common use of Stock Option Grants Clause in Contracts

Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. (“XM Stock”) on the following terms and conditionsterms. (a) On the Effective Date of the Amendment, the Executive shall be eligible XM will grant EMPLOYEE an option to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan purchase Four Hundred Thousand (“Stock Option Plan”400,000) providing for shares of XM Stock. Subsequent grants of options (shall be at the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% sole discretion of the Buyer Common Stock Board of Directors. (on a fullyb) The options granted pursuant to Article 3.7(a) hereof will be non-diluted post-qualified. The exercise basis) in the aggregate per year price for all executivessuch options shall be, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation ofwith respect to each grant, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise closing price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common XM Stock on the date of grant. Each Stock Option . (c) Subject to the provisions of Article 4 hereof, the options granted shall pursuant to Article 3.7(a) hereof will vest in five equal tranches and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first five anniversaries anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In addition to the annual vesting requirement, the initial options granted upon the amendment of the contract shall also require that EMPLOYEE will not sell, pledge or otherwise dispose of shares issued upon the exercise of such initial options until the first to occur of the following: (i) the average closing price of XM Stock on the Nasdaq National Market system, or principal stock exchange on which shares of XM Stock are then listed, over any 20 consecutive trading days following the date of grant subject to equals or exceeds $10, or (ii) seven years have elapsed since the option holder’s continued employment as date of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminategrant. In the event that EMPLOYEE holds non-vested options at the Executive’s time his employment terminates for any reason other than for Causeby XM terminates, such non-vested options shall vest or shall be forfeited, as the Executive case may exercise any vested portion be, in accordance with the provisions of any Stock Option held by him on Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of termination provided that he does so prior the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executivepublic on XM’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediatelyForm S-8 Registration Statement. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant to the following terms and conditions, the Executive EMPLOYEE shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of receive options (the “Stock Options”) to purchase the Class A common stock of BD Investment XM Satellite Radio Holdings Inc., par value $0.01 Inc. (the “Buyer Common XM Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011following terms. ii(a) On the Effective Date, XM will grant EMPLOYEE an option to purchase Two Hundred Thousand (200,000) shares of XM Stock. (b) The options granted pursuant to Section 3.7(a) hereof will be non-qualified. Beginning in January 2008, each annual Stock Option grant The exercise price for such options shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise closing price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common XM Stock on the date of the grant. Each Stock Option . (c) Subject to the provisions of Article 4 hereof, the options granted shall pursuant to Section 3.7(a) hereof will vest in five equal tranches and become exercisable on each the following schedule: one half of the first five anniversaries of shares covered by the option shall become exercisable on the date of grant subject to the grant, one sixth of the shares covered by the option holder’s continued employment as shall become exercisable on the first anniversary of each such vesting date; providedthe grant, howeverone sixth of the shares covered by the option shall become exercisable on the second anniversary of the grant, that all Stock Options and one sixth of the shares covered by the option shall automatically vest in full upon a “change in control” (as defined in become exercisable on the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision third anniversary of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminategrant. In the event that EMPLOYEE holds non-vested options at the Executive’s time his employment terminates for any reason other than for Causeby XM terminates, such non-vested options shall vest or shall be forfeited, as the Executive case may exercise any vested portion be, in accordance with the provisions of any Stock Option held by him on Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date of termination provided on which they were granted. In the event that he does so prior EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration be issued to EMPLOYEE upon his exercise of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of 3.7(a) hereof will be registered for sale to the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purposepublic on XM’s Form S-8 Registration Statement.

Stock Option Grants. Pursuant i. The Prior Employment Agreement provided for the grant by the Company to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock of an option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock OptionsInitial Option”) to purchase the an aggregate of 42,345 shares of Company common stock at an exercise price equal to the per-share fair market value of BD Investment Holdings Inc., par value $0.01 the Company's common stock on the date of grant (as determined by a qualified independent valuation company) under and subject to the terms and conditions of the Company's 2016 Equity Incentive Plan (the “Buyer Common Stock2016 Equity Plan”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the ). The Company and its subsidiaries, including Executive agree and confirm that the Initial Option was granted to Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the 's first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree employment with the Board to a later date during such year Company, which was April 5, 2018 (the “Default Employment Start Date”). If The Prior Employment Agreement further provided that, at the discretion of the Board does not approve Stock Option grants in (or a Compensation Committee thereof), the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata Company may also grant to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches Executive on each of the first five two anniversaries of the date of grant Employment Start Date during the Term an additional option to purchase up to 6,351 shares (such number to be subject to adjustment for stock dividends, stock splits, reverse stock splits, and the option holder’s continued employment as like) of each Company common stock under the 2016 Equity Plan (or any successor thereto), with an exercise price equal to the fair market value of a share of Company's common stock on the grant date, and with such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a schedules and other terms as are determined by the Board (the “change in control” (as defined in the Additional Option Plan, it being understood that an IPO shall in no event constitute a change in controlGrants”). Notwithstanding any provision of this Agreement to The Company and Executive confirm and agree that the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock first Additional Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which Grant has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held been made by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date andCompany, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, and the Company and the Executive agree that the Executive will become eligible for the second Additional Option Grant, to cooperate be granted at the discretion of the Board (or a Compensation Committee thereof), on April 5, 2020. ii. In addition to structure the foregoing, on the Effective Date, the Company will grant to the Executive an additional option to purchase up to 8,709 shares of the Company common stock at an exercise price equal to the per-share fair market value of the Company's common stock on the date of grant (as determined by a qualified independent valuation company) pursuant to, and subject to the terms (including vesting terms) of the Company's standard form of Stock Option Award Agreement. Such option grant shall be made under and subject to the terms and conditions of the 2016 Equity Incentive Plan. iii. Upon a Change of Control (as defined in the 2016 Equity Plan) or upon the closing of an underwritten initial public offering of the Company's common stock (an “IPO”), whichever occurs first, and notwithstanding anything in any stock option award agreement to the contrary, all unvested stock options held by the Executive will upon the closing of such Change of Control or IPO, as applicable, become immediately vested and thereafter exercisable in accordance with the terms of the applicable stock option award agreements and the Company's 2016 Equity Incentive Plan so (or the applicable successor thereto). iv. In the event that a Change of Control (as to minimize defined in the 2016 Equity Plan) occurs on or avoid additional taxes and interest before April 5, 2020, then at the discretion of the Board, the Board may grant a cash bonus that would be in lieu of the second Additional Option Grant that the Board could have otherwise made pursuant to Section 4(d)(i) (the “Second Year Bonus”). The Second Year Bonus may be imposed on up to an amount, as determined by the Executive Board, equal to (A) the non-contingent amount payable with respect to options granted under a share of Company common stock in the Stock Option Plan pursuant to Section 409A Change of Control transaction (whether payable in cash, securities, or other property) minus the exercise price per share (as of the Internal Revenue Code closing date of the Change of Control) of the options included in the first Additional Option Grant, multiplied by (B) the number of shares included in the first Additional Option Grant as amended (of the “Code”); provided, however, that date of the Company shall have no obligation to grant closing of the Executive a “gross-up” or other “make-whole” compensation for such purposeChange of Control Transaction.

Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i1) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his her employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him her on the date of termination provided that he she does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his her beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant Subject to this Section 3.4, the Company will grant to the Executive the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”): (a) As of the Effective Date, the Company will grant the Executive an option to purchase 750,000 shares of the Company’s common stock of BD Investment Holdings Inc.stock, $0.005 par value $0.01 per share (the “Buyer Common Stock”); (b) in amounts not less than (i) 2% On the first anniversary of the Buyer Common Stock (on a fully-diluted post-exercise basis) Effective Date, subject in each case to the aggregate per year for all executives, employees and financial advisors of Executive’s continued employment with the Company through such anniversary date and its subsidiariessuch other criteria as may be established by the Board, including the Company will grant the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% an option to purchase 250,000 shares of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iiiStock. The exercise price per share exercise price of for each Stock Option shall will be equal to the Fair Market Value fair market value of a share of Buyer the Common Stock on the date of grantsuch Option is granted. Each Stock Option granted shall vest in five equal tranches on each will be intended to qualify as an “incentive stock option” within the meaning of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A 422 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that to the maximum extent possible within the limitations of the Code. Each Option will vest in 48 substantially equal monthly installments over the four-year period following the date of grant. The vesting of each installment of each Option will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of each Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Options shall have no obligation be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of which has been provided to grant the Executive, and shall be subject to such further terms and conditions as set forth in written stock option agreements to be entered into by the Company and the Executive a to evidence the Options (the “gross-up” Option Agreements”). Such Option Agreements shall be in substantially the form attached hereto as Exhibit C (with respect to the Option grant described in Section 3.4(a) above), or such other “make-whole” compensation for such purposeform as may be used by the Company to evidence stock option grants made under the Plan from time to time (with respect to the Option grant described in Section 3.4(b) above).

Stock Option Grants. Pursuant to the following terms and conditions, the The Executive shall be eligible entitled to participate in Holdings’ receive stock option plan grants which, subject to the terms and Holdings agrees provisions of the Carson, Inc. 1996 Long-Term Xxxxxxive Plan and any award or grant agreement executed thereunder, provides the Executive an opportunity to acquire 250,000 Class A common shares of Carson, Inc. Such grants wilx xx xade, subject to approval by the Carson, Inc. Compensation Commixxxx, as follows: i. Holdings shall establish a stock (a) An option plan (“Stock Option Plan”) providing for grants to acquire 150,000 shares of options (the “Stock Options”) to purchase the Class A common stock of BD Investment Holdings Inc.Carson, par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts Inc. shall be granted pro-rata to existing xx xxxn as practicable after the execution of this Agreement. Such option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The have a per share exercise price of each Stock Option shall be equal to the Fair Market Value fair market value of a share of Buyer Common Stock such Class A common stock on the date of grant. Each Stock Option granted grant and shall vest in five equal tranches become exercisable as to 75,000 underlying shares on each of July 1, 1999 and July 1, 2000 if the first five anniversaries Executive is then employed by the Corporation. In the event that the Executive dies or is terminated by the Corporation due to Disability or without Cause during the Term of Employment the option shall become exercisable as to an aggregate number of underlying shares (inclusive of those already exercisable by the Executive) equal to 150,000 shares multiplied by a fraction, the numerator of which is the number of full months during which the Executive was employed by the Corporation after July 1, 1998 and the denominator of which is 24. Such option shall remain exercisable as to such resulting number of underlying shares for one year after the date of any such termination of employment, but not beyond the stated expiration date of such option. (b) An option to acquire 50,000 shares of Class A common stock of Carson, Inc. shall be granted xx xxxn as practicable after the execution of this Agreement. Such option shall have a per share exercise price equal to the fair market value of a share of such Class A common stock on the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options and shall automatically vest be exercisable in full upon a “change in control” grant. (as defined in the Option Planc) An option to acquire 50,000 shares of Class A common stock of Carson, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options Inc. shall be recommenxxx xo the Carson, inc. compensation coxxxxxxe for grant in January, 1999. Such option shall be recommended to become exercisable as to 25,000 underlying shares on each of July 1, 1999 and July 1, 2000 and shall be recommended to have an exercise price equal to that of the stock options granted pursuant to Section 5.5(a) and (b) above. It shall also be recommended that in the Stock Option Plan. iv. Upon termination event that the Executive dies or is terminated by the Corporation due to Disability or without Cause during the Term of his employmentEmployment the option shall become exercisable as to an aggregate number of underlying shares (inclusive of those already exercisable by the Executive) equal to 50,000 shares multiplied by a fraction, the portion numerator of any Stock Option granted to which is the number of full months during which the Executive was employed by the Corporation after July 1, 1998 and the denominator of which has not yet vested is 24. It shall terminate. In the event the Executive’s employment terminates also be recommended that such option shall remain exercisable as to such resulting number of underlying shares for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on one year after the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following any such termination of employment and employment, but not beyond the stated expiration date of such option. (Bd) The Executive shall, at the expiration sole discretion of the scheduled term of the Stock Option. Notwithstanding the foregoingBoard or a duly authorized committee thereof, if the Executive’s employment is terminated due be eligible to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid receive additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” option or other “make-whole” equity based grants consistent with any applicable compensation for such purposeplans and practices.

Stock Option Grants. Pursuant On a date to be determined by the following terms and conditionsCompensation Committee of the Board of Directors (but no later than December 29, 2017), Executive will be granted an option to purchase up to 250,000 shares of the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan Company Common Stock (“Stock Option Options”) under the Company’s 2016 Equity Incentive Plan, as amended, (the “Plan”) providing for grants pursuant to an option agreement in the form determined by the Board of options Directors (the “Stock OptionsOption Agreement”) ). Subject to purchase the common stock terms and conditions of BD Investment Holdings Inc.the Option Agreement, par value $0.01 the Options will vest as to 20% of the shares subject to the Option (the “Buyer Common StockOption Shares”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock the Options shall automatically vest in full upon a “change in control” (as defined in not be exercisable unless and until the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision stockholders of this Agreement the Company approve the November 2017 amendment to the contraryPlan increasing the number of shares issuable under the Plan to 1,3250,000 shares, following an IPOand only if such amendment is approved by the stockholders within one year of the adoption of the amendment. The exercise price of the Options will be equal to 100% of the fair market value of share of Employer Common Stock on the grant date, no additional Stock and the Options shall be granted pursuant to will expire on the Stock Option Plan. iv. Upon termination tenth anniversary of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminateEffective Date. In the event of a conflict between the Executive’s employment terminates for any reason other than for Causeterms hereof and the terms of the Option Agreement and/or the Plan, the terms of the Option Agreement and/or the Plan will control. The foregoing equity grant will be in addition to any grants made to Executive may exercise prior to November 13, 2017. The Board may, in its absolute discretion, choose to grant Executive additional options in the future. 2. Nothing set forth in this Amendment No. 1 shall affect any vested portion of any Stock Option held by him on equity grants made to Executive prior to the date of termination provided that he does so this Amendment No. 1. 3. This Amendment No. 1 may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one document. 4. This Amendment No. 1, together with the Employment Agreement, contains the final, complete, and exclusive expression of the parties’ understanding and agreement concerning the matters contemplated herein and supersedes any prior or contemporaneous agreement of representation, oral or written, among them. 5. This instrument shall be binding upon, and shall inure to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration benefit of, each of the scheduled term parties’ respective personal representatives, heirs, successors, and assigns. 6. This instrument shall be governed by, and construed and enforced in accordance with the laws of the Stock Option. Notwithstanding State of California, and any disputes arising hereunder shall be resolved in the foregoing, if the Executive’s employment is terminated due to death or disability (as defined manner set forth in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration 11 of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediatelyEmployment Agreement. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEOExecutive, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, Executive for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEOExecutive, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEOExecutive’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his her employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, ; the Executive may exercise any vested portion of any Stock Option held by him her on the date of termination provided that he she does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his her beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

Stock Option Grants. The Company and such holder of Capital Stock hereby consent and agree to amend Section 4.5 of the Investment and Stockholders' Agreement by adding a new SCHEDULE 4.5A to the Investment and Stockholders' Agreement which is attached hereto as EXHIBIT E and making the following modifications to Section 4.5: (i) The first sentence is Section 4.5 shall be amended by deleting the phrase "with the terms of the 1995 Plan and the 1997 Plan as in effect on the Closing Date" and inserting in lieu thereof the following phrase "with the terms of the Company's 1995 Stock Option Plan (the "1995 Plan") and the Company's 1997 Stock Incentive Plan, as amended by Amendment No. 1 thereto (the "1997 Plan), in each case as in effect as of the date hereof." (ii) The second sentence of Section 4.5 shall be amended to delete the reference therein to 950,310 shares and insert in lieu thereof "1,153,667 shares." (iii) The following sentence should be inserted immediately following the existing second sentence of Section 4.5: "Notwithstanding any of the foregoing, the Company shall be permitted to grant stock options (and issue stock upon the exercise thereof) of the Company to the individuals and entities listed on SCHEDULE 4.5A in the amounts and under the terms and conditions set forth opposite such individual or entity; PROVIDED that any individual who holds an office of vice president or higher shall have executed a Non-Disclosure, Assignment of Inventions and Non-Competition Agreement in the form attached hereto as EXHIBIT C-2. (iv) The existing third sentence of Section 4.5 shall be amended by restating it in its entirety to read as follows: "Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in 1995 Plan and the aggregate per year for all executives1997 Plan, employees qualified incentive stock options and financial advisors nonqualified options may be granted to employees, officers, directors and consultants of the Company pursuant to and its subsidiaries, including in accordance with the Executive selected by terms of this Agreement and the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% terms of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% 1995 Plan and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest 1997 Plan as in five equal tranches on each of the first five anniversaries effect as of the date hereof and the exercise of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options options shall be granted pursuant to conditioned on the Stock Option Plan. iv. Upon termination of his employment, optionee making satisfactory provisions for the portion payment of any Stock Option granted withholding taxes due on such exercise and agreeing to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held be bound by the Executive on provisions of Section 4.4 and Section 5 hereof." (v) The existing fifth sentence of Section 4.5 is amended by adding the date employment terminates for phrase "or Schedule 4.5A" immediately after the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediatelyphrase "Schedule 2.3. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose."

Stock Option Grants. Pursuant (a) The Company shall grant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish LB a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) purchase right to purchase the common stock 950,000 shares of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including vesting as set forth below (the Executive selected by "LB Grant"). Such stock grant shall have a purchase price per share xxxal to the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% fair market value of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Company's Common Stock on the date of grant, as determined in the sole discretion of the Company's Board of Directors. Each Stock Option granted Such stock grant shall vest in five equal tranches as follows: 1/60th of the number of shares shall vest one month from February 10, 2004 and 1/60th of the number of shares vest each full month thereafter until all of such shares vest, subject to LB's continued service relationship with the Company on each such date. Any shares of the first five anniversaries of the date of grant Common Stock purchased pursuant to LB Grant shall be subject to the Company's right of repurchase (xx x xrice per share equal to the original purchase price) of the unvested portion of such shares. (b) In connection with Barry Weinberg and Walter Channing providing consulting servicxx xx xxx Xxxxany, xxx Xxxxxxx xxxeby agrees to grant to each of Barry Weinberg and Walter Channing an option holder’s continued employment as or stock purchase xxxxx xx xxxxhase 00,000 xxxxxx xf the Common Stock of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon the Company (the "Weinberg/Channing Grants") (for a “change in control” (as defined in combined aggregate of 100,000 sharxx under the Option Plan, it being understood that an IPO shall in no event constitute a change in controlWeinberg/Channing Grants). Notwithstanding any provision of this Agreement Such option or stock grants shall have an exercise or purchase price per share equal to the contrary, following an IPO, no additional fair market value of the Company's Common Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination grant, as determined in the sole discretion of the Company's Board of Directors. Such options or stock grants shall vest as follows: 1/60th of the number of shares shall vest one month from February 10, 2004 and 1/60th of the number of shares shall vest each full month thereafter until all of such shares vest, subject to Mr. Weinberg's and Mr. Channing's, as applicable, continued sexxxxx xxxxxxxxship xxxx xxx Xxxxxny on each such date. If options are granted, such options shall be immediately exercisable in full on the date of grant. Any shares of Common Stock purchased pursuant to the Weinberg/Channing Grants shall be subject to the Company's right of xxpurchase (at a price per share equal to the original exercise or purchase price) of the unvested portion of such shares. Mr. Weinberg and Mr. Channing hereby agree to be consultants tx xxx Xxxxxxy and to rexxxx xvailable to provide consulting services to the Company upon request and without charge, provided that he does so prior the consulting relationships of Mr. Weinberg and Mr. Channing shall not be terminable by the Cxxxxxx xxxxx the earliex xx (i) the time that Larry Bock is no longer a service provider to the earlier of Company or (Axx) ninety xxx Xxinberg/Channing Grants vest in full. (90c) days following termination of employment and (B) In connection with Xxxxxxx Hartman providing consulting services to the expiration Company wxxx xxxxxx xx xhe formation of the scheduled term New Entity, the Company hereby agrees to issue to Charles Hartman an option or stock purchase right (the "CH Graxx") xx xxxxxxxe 50,000 shares of Common Stock of the Coxxxxx, xith an exercise or purchase price per share equal to the fair market value of the Company's Common Stock Optionon the date of grant, as determined in the sole discretion of the Company's Board of Directors. Such option or stock grant shall vest as follows: 1/60th of the number of shares shall vest one month from February 10, 2004 and 1/60th of the number of shares shall vest each full month thereafter until all of such shares vest, subject to Mr. Hartman's continued service relationship with the Company xx xxxx xxxx date. Notwithstanding the foregoing, if upon the Executive’s employment is terminated due closing of an Initial Funding of a New Entity, all of the shares subject to death or disability (as defined the CH Grant shall vest in Section 5(b))full. If options are granted, then the Executive or, as applicable such options xxxxl be immediately exercisable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive full on the date employment terminates for of grant. Any shares of Common Stock purchased pursuant to the shorter CH Grant shall be subject to the Company's right of repurchase (Axx x xrice per share equal to the original exercise or purchase price) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term unvested portion of such Stock Optionshares. Upon Mr. Hartman hereby agrees to be a termination of the Executive’s employment by consultant to the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, anx xx xxxxxx available to provide consulting services to the Company upon request and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purposewithout charge.

Stock Option Grants. Pursuant to the following terms and conditions, the (i) Executive shall be eligible to participate in Holdings’ stock receive an option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (under the “Stock Options”) LTIP to purchase Five Hundred Thousand (500,000) shares of the common stock of BD Investment Holdings Inc.Company’s Class B Convertible Preferred Stock, par value $0.01 0.0001 per share (the “Buyer Common Class B Convertible Preferred Stock”) in amounts not less than (i) 2% ), following the close of trading on the Over the Counter Bulletin Board or other national exchange on the third trading day following the Company’s public announcement of the Buyer Common Stock (on a fully-diluted post-exercise basis) arrangements set forth in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year this Agreement (the “Default 2010 Option Grant Date”). If , provided that Executive is employed by Company on the Board does not approve Stock 2010 Option grants in Grant Date (the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii“2010 Option”). The per share 2010 Option shall have a term of seven (7) years and shall have an exercise price of each Stock Option shall be equal to the Fair Market Value closing price of a one share of Buyer Common Stock on the date of grant2010 Option Grant Date. Each Stock The 2010 Option granted shall vest in five four (4) equal tranches installments on each of the first five first, second, third and fourth anniversaries of the date of grant 2010 Option Grant Date, provided that on each respective vesting date, Executive remains employed with the Company, and subject to the option holder’s continued employment as of each such vesting date; provided, however, that acceleration and all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision other applicable provisions of this Agreement to Agreement. Except as otherwise provided herein, the contrary, following terms and conditions set forth in an IPO, no additional Stock Options option agreement evidencing the 2010 Option shall be granted pursuant no less favorable to Executive than the Stock Option Planterms and conditions generally applicable to other senior executives of the Company. iv. Upon termination (ii) On the first anniversary of his employmentthe 2010 Option Grant Date (or if the first anniversary of the 2010 Option Grant Date is not a trading day, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date first trading day after such first anniversary) (the “2011 Option Grant Date”), Executive shall receive an option under the LTIP to purchase an additional Five Hundred Thousand (500,000) shares of termination Class B Convertible Preferred Stock, provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment are employed by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock 2011 Option Plan pursuant to Section 409A of the Internal Revenue Code as amended Grant Date (the “Code2011 Option”); provided, however, that the Company number of shares of Class B Convertible Preferred Stock subject to the 2011 Option shall be increased to the extent that a greater number of shares is required to deliver an Option Grant Date Value (as hereinafter defined) that, when combined with the Option Grant Date Value of the 2010 Option, is equal to Five Hundred Thousand Dollars ($500,000); provided, further, that (a) in no event shall the number of shares of Class B Convertible Preferred Stock subject to the 2011 Option exceed Five Hundred Thousand (500,000) shares of Class B Convertible Preferred Stock, and (b) the Compensation Committee shall retain the discretion to reduce the number of shares of Class B Convertible Preferred Stock subject to the 2011 Option, but not below 250,000 shares, if the Compensation Committee determines that the Company’s financial and stock performance during calendar year 2010 is significantly worse than the financial and stock performance relative to its diversified media and entertainment peer companies. The minimum and the maximum number of shares to be granted under the 2011 Option shall be equitably adjusted in the case of a stock split, spin-off, etc. in accordance with the adjustment provisions of the LTIP. The Option Grant Date Values of the 2010 Option and 2011 Option shall be determined as of their respective grant dates. For purposes of this Agreement, the “Option Grant Date Value” of a stock option shall equal the grant date fair value determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation — Stock Compensation, employing the same assumptions and methodologies that are applied for purposes of the Company’s financial accounting statements. The 2011 Option shall vest in four (4) equal installments, with the first three installments vesting on each of the first, second and third anniversaries of the 2011 Option Grant Date and the fourth installment vesting on the last day of the original Term, provided that on each respective vesting date, Executive remains employed with the Company, and subject to acceleration and all other applicable provisions of this Agreement. The 2011 Option shall have a term of seven (7) years and shall have an exercise price equal to the closing price of one share of Common Stock on the 2011 Option Grant Date. Except as otherwise provided herein, the terms and conditions set forth in an option agreement evidencing the 2011 Option shall be no obligation less favorable to grant Executive than the terms and conditions generally applicable to other senior executives of the Company. (iii) During each of the calendar years 2012, 2013, 2014, 2015, 2016 and 2017, the Compensation Committee will consider granting to Executive additional stock options to purchase shares of the Company’s Class B Convertible Preferred Stock under the LTIP as and when other senior members of the Company’s management team reporting to Executive are considered for annual equity grants by the Compensation Committee (any such discretionary option grant, a “grossDiscretionary Option Grant”); provided, however, that such consideration by the Compensation Committee does not guarantee (and should not be construed as a guarantee) that Executive will receive a Discretionary Option Grant in any such calendar year. The amount of any such grant(s) will be determined by the Compensation Committee, in its sole and reasonable discretion, with the objective and intent of creating shareholder value by maintaining the long-up” or term incentive for Executive with regard to Executive’s existing and future equity holdings and equity-based awards that is consistent with the projected level of incentive and value for Executive from such equity holdings and equity-based awards that the Compensation Committee (with input from its independent compensation consultant) originally intended to establish, throughout the Term. The Compensation Committee, when considering whether it believes any such Discretionary Option Grant may be appropriate, will take into account the Company’s financial and stock performance relative to its diversified media and entertainment peer companies, and, in particular whether the Company’s financial and stock performance is due, at least in part, to operating factors that have generally affected companies in the industry in a similar fashion. Any Discretionary Option Grant shall be subject to the terms and conditions set forth in the agreement evidencing such grant, which, except as otherwise provided herein, shall be no less favorable to Executive than the terms and conditions generally applicable to other “make-whole” compensation senior executives of the Company, provided that any such Discretionary Option Grant will provide for vesting in full not later than the last day of the Original Employment Term (provided Executive remain employed on such purposedate), and subject to acceleration and all other applicable provisions of this Agreement.