THE 1996 EQUITY PARTICIPATION PLAN

 

                                                                    EXHIBIT 10.1

                       THE 1996 EQUITY PARTICIPATION PLAN
                                       OF
                          BLOWOUT ENTERTAINMENT, INC.

          Blowout Entertainment, Inc., a Delaware corporation (the "Company"),
has adopted The 1996 Equity Participation Plan of Blowout Entertainment, Inc.
(the "Plan"), effective March 21, 1996, for the benefit of its eligible
employees, consultants and directors.  The Plan consists of two plans, one for
the benefit of key Employees (as such term is defined below) and consultants and
one for the benefit of Independent Directors (as such term is defined below).

          The purposes of this Plan are as follows:

          (1) To provide an additional incentive for directors, key Employees
and consultants to further the growth, development and financial success of the
Company by personally benefiting through the ownership of Company stock.

          (2) To enable the Company to obtain and retain the services of
directors, key Employees and consultants considered essential to the long range
success of the Company by offering them an opportunity to own stock in the
Company.

                                   ARTICLE 1

                                  DEFINITIONS

          1.1  General.  Wherever the following terms are used in this Plan
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they shall have the meaning specified below, unless the context clearly
indicates otherwise.

          1.2  Award Limit.  "Award Limit" shall mean 150,000 shares of Common
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Stock.

          1.3  Board.  "Board" shall mean the Board of Directors of the
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Company.

          1.4  Change in Control
               -----------------

          "Change in Control" shall mean a change in ownership or control of the
Company effected through either of the following transactions:

          (a) any person or related group of persons (other than the Company or
     a person that directly or indirectly controls, is controlled by, or is
     under common control with, the Company) directly or indirectly acquires
     beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
     Act) of securities possessing 

     more than fifty percent (50%) of the total combined voting power of the
     Company's outstanding securities pursuant to a tender or exchange offer
     made directly to the Company's stockholders which the Board does not
     recommend such stockholders to accept; or

          (b) there is a change in the composition of the Board over a period of
     thirty-six (36) consecutive months (or less) such that a majority of the
     Board members (rounded up to the nearest whole number) ceases, by reason of
     one or more proxy contests for the election of Board members, to be
     comprised of individuals who either (i) have been Board members
     continuously since the beginning of such period or (ii) have been elected
     or nominated for election as Board members during such period by at least a
     majority of the Board members described in clause (i) who were still in
     office at the time such election or nomination was approved by the Board.

          1.5  Code.  "Code" shall mean the Internal Revenue Code of 1986, as
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amended.

          1.6  Committee.  "Committee" shall mean the Compensation Committee of
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the Board, or another committee or subcommittee of the Board, appointed as
provided in Section 6.1.

          1.7  Common Stock.  "Common Stock" shall mean the common stock of the
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Company, par value $.01 per share, and any equity security of the Company issued
or authorized to be issued in the future, but excluding any preferred stock and
any warrants, options or other rights to purchase Common Stock.  Debt securities
of the Company convertible into Common Stock shall be deemed equity securities
of the Company.

          1.8  Company.  "Company" shall mean Blowout Entertainment, Inc., a
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Delaware corporation.

          1.9  Corporate Transaction.  "Corporate Transaction" shall mean any of
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the following stockholder-approved transactions to which the Company is a party:

          (a) a merger or consolidation in which the Company is not the
     surviving entity, except for a transaction the principal purpose of which
     is to change the State in which the Company is incorporated, form a holding
     company or effect a similar reorganization as to form whereupon this Plan
     and all Options are assumed by the successor entity;

          (b) the sale, transfer, exchange or other disposition of all or
     substantially all of the assets of the Company, in complete liquidation or
     dissolution of the Company in a transaction not covered by the exceptions
     to clause (a), above; or

          (c) any reverse merger in which the Company is the surviving entity
     but in which securities possessing more than fifty percent (50%) of the
     total combined 

     voting power of the Company's outstanding securities are transferred to a
     person or person different from those who held such securities immediately
     prior to such merger.

          1.10 Director.  "Director" shall mean a member of the Board.
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          1.11 Employee.  "Employee" shall mean any officer or other employee
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(as defined in accordance with Section 3401(c) of the Code) of the Company, or
of any corporation which is a Subsidiary, or of Rentrak Corporation.

          1.12 Exchange Act.  "Exchange Act" shall mean the Securities Exchange
               ------------                                                    
Act of 1934, as amended.

          1.13 Fair Market Value.  "Fair Market Value" of a share of Common
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Stock as of a given date shall be (i) the closing price of a share of Common
Stock on the principal exchange on which shares of Common Stock are then
trading, if any (or as reported on any composite index which includes such
principal exchange), on such date, or if shares were not traded on such date,
then on the next preceding date on which a trade occurred; or (ii) if Common
Stock is not traded on an exchange but is quoted on NASDAQ or a successor
quotation system, the mean between the closing representative bid and asked
prices for the Common Stock on the trading day previous to such date as reported
by NASDAQ or such successor quotation system; or (iii) if Common Stock is not
publicly traded on an exchange and not quoted on NASDAQ or a successor quotation
system, the Fair Market Value of a share of Common Stock as established by the
Committee (or the Board, in the case of Options granted to Independent
Directors) acting in good faith.

          1.14 Incentive Stock Option.  "Incentive Stock Option" shall mean an
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option which conforms to the applicable provisions of Section 422 of the Code
and which is designated as an Incentive Stock Option by the Committee.

          1.15 Independent Director.  "Independent Director" shall mean a
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member of the Board who is not an Employee of the Company.

          1.16 Non-Qualified Stock Option.  "Non-Qualified Stock Option" shall
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mean an Option which is not designated as an Incentive Stock Option by the
Committee.

          1.17 Option.  "Option" shall mean a stock option granted under
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Article III of this Plan.  An Option granted under this Plan shall, as
determined by the Committee, be either a Non-Qualified Stock Option or an
Incentive Stock Option; provided, however, that Options granted to Independent
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Directors and consultants shall be Non-Qualified Stock Options.

          1.18 Optionee.  "Optionee" shall mean an Employee, consultant or
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Independent Director granted an Option under this Plan.

          1.19 Plan.  "Plan" shall mean The 1996 Equity Participation Plan of
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Blowout Entertainment, Inc.

          1.20 QDRO.  "QDRO" shall mean a qualified domestic relations order as
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defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.

          1.21 Rule 16b-3.  "Rule 16b-3" shall mean that certain Rule 16b-3
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under the Exchange Act, as such Rule may be amended from time to time.

          1.22 Subsidiary.  "Subsidiary" shall mean any corporation in an
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unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

          1.23 Termination of Consultancy.  "Termination of Consultancy" shall
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mean the time when the engagement of Optionee as a consultant to the Company or
a Subsidiary is terminated for any reason, with or without cause, including, but
not by way of limitation, by resignation, discharge, death or retirement; but
excluding terminations where there is a simultaneous commencement of employment
with the Company or any Subsidiary.  The Committee, in its absolute discretion,
shall determine the effect of all matters and questions relating to Termination
of Consultancy, including, but not by way of limitation, the question of whether
a Termination of Consultancy resulted from a discharge for good cause, and all
questions of whether particular leaves of absence constitute Terminations of
Consultancy.  Notwithstanding any other provision of this Plan, the Company or
any Subsidiary has an absolute and unrestricted right to terminate a
consultant's service at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in writing.

          1.24 Termination of Directorship.  "Termination of Directorship"
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shall mean the time when an Optionee who is an Independent Director ceases to be
a Director for any reason, including, but not by way of limitation, a
termination by resignation, failure to be elected, death or retirement.  The
Board, in its sole and absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Directorship with respect to
Independent Directors.

          1.25 Termination of Employment.  "Termination of Employment" shall
               -------------------------                                    
mean the time when the employee-employer relationship between the Optionee and
the Company or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i) terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Subsidiary, (ii) at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer
relationship, and (iii) at the discretion of the Committee, terminations 

which are followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former employee. The
Committee, in its absolute discretion, shall determine the effect of all matters
and questions relating to Termination of Employment, including, but not by way
of limitation, the question of whether a Termination of Employment resulted from
a discharge for good cause, and all questions of whether particular leaves of
absence constitute Terminations of Employment; provided, however, that, with
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respect to Incentive Stock Options, a leave of absence, change in status from an
employee to an independent contractor or other change in the employee-employer
relationship shall constitute a Termination of Employment if, and to the extent
that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said Section. Notwithstanding
any other provision of this Plan, the Company or any Subsidiary has an absolute
and unrestricted right to terminate an Employee's employment at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.

                                  ARTICLE II

                             SHARES SUBJECT TO PLAN

          2.1  Shares Subject to Plan.  The shares of stock subject to Options
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shall be Common Stock, initially shares of the Company's Common Stock, par value
$.01 per share.  The aggregate number of such shares which may be issued upon
exercise of such options under the Plan shall not exceed 500,000.  The shares of
Common Stock issuable upon exercise of such options may be either previously
authorized but unissued shares or treasury shares.

          (b) The maximum number of shares which may be subject to options
granted under the Plan to any individual in any fiscal year shall not exceed the
Award Limit.  To the extent required by Section 162(m) of the Code, shares
subject to Options which are cancelled continue to be counted against the Award
Limit and if, after grant of an Option, the price of shares subject to such
Option is reduced, the transaction is treated as a cancellation of the Option
and a grant of a new Option and both the Option deemed to be canceled and the
Option deemed to be granted are counted against the Award Limit.

          2.2  Add-back of Options.  If any Option expires or is cancelled
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without having been fully exercised, the number of shares subject to such Option
but as to which such Option was not exercised prior to its expiration or
cancellation may again be optioned hereunder, subject to the limitations of
Section 2.1.  Furthermore, any shares subject to Options which are adjusted
pursuant to Section 7.3 and become exercisable with respect to shares of stock
of another corporation shall be considered cancelled and may again be optioned,
hereunder, subject to the limitations of Section 2.1.  Shares of Common Stock
which are delivered by the Optionee or withheld by the Company upon the exercise
of any Option, in payment of the exercise price thereof, may again be optioned
or granted hereunder, subject to the limitations of Section 2.1.
Notwithstanding the provisions of this 

Section 2.2, no shares of Common Stock may again be optioned, if such action
would cause an Incentive Stock Option to fail to qualify as an incentive stock
option under Section 422 of the Code.

                                  ARTICLE III

                              GRANTING OF OPTIONS

          3.1  Eligibility.  Any Employee or consultant selected by the
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Committee pursuant to Section 3.4(a)(i) shall be eligible to be granted an
Option.  Each Independent Director of the Company shall be eligible to be
granted Options at the times and in the manner set forth in Section 3.4(d).

          3.2  Disqualification for Stock Ownership.  No person may be granted
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an Incentive Stock Option under this Plan if such person, at the time the
Incentive Stock Option is granted, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any then existing subsidiary or parent thereof unless such Incentive Stock
Option conforms to the applicable provisions of Section 422 of the Code.

          3.3  Qualification of Incentive Stock Options.  No Incentive Stock
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Option shall be granted unless such Option, when granted, qualifies as an
"incentive stock option" under Section 422 of the Code.  No Incentive Stock
Option shall be granted to any person who is not an Employee.

          3.4  Granting of Options
               -------------------

          (a)  The Committee shall from time to time, in its absolute
discretion, and subject to applicable limitations of this Plan:

               (i)   Determine which Employees are key Employees and select from
     among the key Employees or consultants (including Employees or consultants
     who have previously received Options under this Plan) such of them as in
     its opinion should be granted Options;

               (ii)  Subject to the Award Limit, determine the number of shares
     to be subject to such Options granted to the selected key Employees or
     consultants;

               (iii) Determine whether such Options are to be Incentive Stock
     Options or Non-Qualified Stock Options; and

               (iv)  Determine the terms and conditions of such Options,
     consistent with this Plan; provided, however, that the terms and conditions
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     of Options intended to qualify as performance-based compensation as
     described in Section 162(m)(4)(C) of the Code shall include, but not be
     limited to, such terms and 

     conditions as may be necessary to meet the applicable provisions of Section
     162(m) of the Code.

All Options granted to Optionees subject to Section 162(m) of the Code with an
exercise price equal to or greater than the Fair Market Value of the Common
Stock on the date of such grant shall be intended to qualify as performance-
based compensation as described in Section 162(m)(4)(C) of the Code unless the
Committee otherwise determines.

          (b)  Upon the selection of a key Employee or consultant to be granted
an Option, the Committee shall instruct the Secretary of the Company to issue
the Option and may impose such conditions on the grant of the Option as it deems
appropriate.  Without limiting the generality of the preceding sentence, the
Committee may, in its discretion and on such terms as it deems appropriate,
require as a condition on the grant of an Option to an Employee or consultant
that the Employee or consultant surrender for cancellation some or all of the
unexercised Options or other rights which have been previously granted to him
under this Plan or otherwise.  An Option, the grant of which is conditioned upon
such surrender, may have an option price lower (or higher) than the exercise
price of such surrendered Option or other right, may cover the same (or a lesser
or greater) number of shares as such surrendered Option or other right, may
contain such other terms as the Committee deems appropriate, and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, exercise period or any other term or condition of such
surrendered Option or other right.

          (c)  Any Incentive Stock Option granted under this Plan may be
modified by the Committee to disqualify such option from treatment as an
"incentive stock option" under Section 422 of the Code.

          (d) During the term of the Plan, each person who is an Independent
Director as of the date of the consummation of the initial public offering of
Common Stock automatically shall be granted (i) an Option to purchase 5,000
shares of Common Stock (subject to adjustment as provided in Section 7.3) on the
date of such initial public offering and (ii) an Option to purchase 1,000 shares
of Common Stock (subject to adjustment as provided in Section 7.3) on the date
of each annual meeting of stockholders after such initial public offering at
which the Independent Director is reelected to the Board.  During the term of
the Plan, a person who is initially elected to the Board after the consummation
of the initial public offering of Common Stock and who is an Independent
Director at the time of such initial election automatically shall be granted (i)
an Option to purchase 5,000 shares of Common Stock (subject to adjustment as
provided in Section 7.3) on the date of such initial election and (ii) an Option
to purchase 1,000 shares of Common Stock (subject to adjustment as provided in
Section 7.3) on the date of each annual meeting of stockholders after such
initial election at which the Independent Director is reelected to the Board.
Members of the Board who are employees of the Company who subsequently retire
from the Company and remain on the Board will not receive an initial Option
grant pursuant to clause (i) of the preceding sentence, but to the extent that
they are otherwise eligible, will receive, after retirement from employment with
the Company, Options as described in clause (ii) of the 

preceding sentence. All the foregoing Option grants authorized by this Section
3.4(d) are subject to stockholder approval of the Plan.

                                  ARTICLE IV

                                TERMS OF OPTIONS

          4.1  Option Agreement.  Each Option shall be evidenced by a written
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Stock Option Agreement, which shall be executed by the Optionee and an
authorized officer of the Company and which shall contain such terms and
conditions as the Committee (or the Board, in the case of Options granted to
Independent Directors) shall determine, consistent with this Plan.  Stock Option
Agreements evidencing Options intended to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall contain such
terms and conditions as may be necessary to meet the applicable provisions of
Section 162(m) of the Code.  Stock Option Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 422 of the Code.

          4.2  Option Price.  The price per share of the shares subject to each
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Option shall be set by the Committee; provided, however, that such price shall
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be no less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law, and (i) in the case of Incentive Stock
Options and Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code such price shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the Option
is granted; (ii) in the case of Incentive Stock Options granted to an individual
then owning (within the meaning of Section 424(d) of the Code) more than 10% of
the total combined voting power of all classes of stock of the Company or any
subsidiary or parent thereof such price shall not be less than 110% of the Fair
Market Value of a share of Common Stock on the date the Option is granted; and
(iii) in the case of Options granted to Independent Directors, such price shall
equal 100% of the Fair Market Value of a share of Common Stock on the date the
Option is granted; provided, however, that the price of each share subject to
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each Option granted to Independent Directors on the date of the initial public
offering of Common Stock shall equal the initial public offering price (net of
underwriting discounts and commissions) per share of Common Stock.

          4.3  Option Term.  The term of an Option shall be set by the
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Committee in its discretion; provided, however, that, (i) in the case of Options
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granted to Independent Directors, the term shall be ten (10) years from the date
the Option is granted, without variation or acceleration hereunder, but subject
to Section 5.7, and (ii) in the case of Incentive Stock Options, the term shall
not be more than ten (10) years from the date the Incentive Stock Option is
granted, or five (5) years from such date if the Incentive Stock Option is
granted to an individual then owning (within the meaning of Section 424(d) of
the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or any subsidiary or parent thereof.  Except as limited by
requirements of Section 422 of the Code and regulations and rulings thereunder
applicable to Incentive Stock Options, 

the Committee may extend the term of any outstanding Option in connection with
any Termination of Employment or Termination of Consultancy of the Optionee, or
amend any other term or condition of such Option relating to such a termination.

          4.4  Option Vesting
               ---------------

          (a)  The period during which the right to exercise an Option in whole
or in part vests in the Optionee shall be set by the Committee and the Committee
may determine that an Option may not be exercised in whole or in part for a
specified period after it is granted; provided, however, that, unless the
                                      --------  -------                  
Committee otherwise provides in the terms of the Option or otherwise, no Option
shall be exercisable by any Optionee who is then subject to Section 16 of the
Exchange Act within the period ending six months and one day after the date the
Option is granted; and provided, further, that Options granted to Independent
Directors shall become exercisable in cumulative annual installments of 25% on
each of the first, second, third and fourth anniversaries of the date of Option
grant, without variation or acceleration hereunder except as provided in Section
7.3(c).  At any time after grant of an Option, the Committee may, in its sole
and absolute discretion and subject to whatever terms and conditions it selects,
accelerate the period during which an Option (except an Option granted to an
Independent Director) vests.

          (b)  No portion of an Option which is unexercisable at Termination of
Employment, Termination of Directorship or Termination of Consultancy, as
applicable, shall thereafter become exercisable, except as may be otherwise
provided by the Committee in the case of Options granted to Employees or
consultants either in the Stock Option Agreement or by action of the Committee
following the grant of the Option.

          (c)  To the extent that the aggregate Fair Market Value of stock with
respect to which "incentive stock options" (within the meaning of Section 422 of
the Code, but without regard to Section 422(d) of the Code) are exercisable for
the first time by an Optionee during any calendar year (under the Plan and all
other incentive stock option plans of the Company and any Subsidiary) exceeds
$100,000, such Options shall be treated as Non-Qualified Options to the extent
required by Section 422 of the Code.  The rule set forth in the preceding
sentence shall be applied by taking Options into account in the order in which
they were granted.  For purposes of this Section 4.4(c), the Fair Market Value
of stock shall be determined as of the time the Option with respect to such
stock is granted.

          4.5  Consideration.  In consideration of the granting of an Option,
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the Optionee shall agree, in the written Stock Option Agreement, to remain in
the employ of (or to consult for or to serve as an Independent Director of, as
applicable) the Company or any Subsidiary for a period of at least one year (or
such shorter period as may be fixed in the Stock Option Agreement or by action
of the Committee or the Board following grant of the Option) after the Option is
granted (or until the next annual meeting of stockholders of the Company, in the
case of an Independent Director).  Nothing in this Plan or in any Stock Option
Agreement hereunder shall confer upon any Optionee any right to continue in the
employ of, or as a consultant for, the Company or any Subsidiary, or as a
director of the 

Company, or shall interfere with or restrict in any way the rights of the
Company and any Subsidiary, which are hereby expressly reserved, to discharge
any Optionee at any time for any reason whatsoever, with or without good cause.

                                   ARTICLE V

                              EXERCISE OF OPTIONS

          5.1  Partial Exercise.  An exercisable Option may be exercised in
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whole or in part.  However, an Option shall not be exercisable with respect to
fractional shares and the Committee (or the Board, in the case of Options
granted to Independent Directors) may require that, by the terms of the Option,
a partial exercise be with respect to a minimum number of shares.

          5.2  Manner of Exercise.  All or a portion of an exercisable Option
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shall be deemed exercised upon delivery of all of the following to the Secretary
of the Company or his office:

          (a)  A written notice complying with the applicable rules established
by the Committee or the Board stating that the Option, or a portion thereof, is
exercised.  The notice shall be signed by the Optionee or other person then
entitled to exercise the Option or such portion;

          (b)  Such representations and documents as the Committee or the Board,
in its absolute discretion, deems necessary or advisable to effect compliance
with all applicable provisions of the Securities Act of 1933, as amended, and
any other federal or state securities laws or regulations.  The Committee or
Board may, in its absolute discretion, also take whatever additional actions it
deems appropriate to effect such compliance including, without limitation,
placing legends on share certificates and issuing stop-transfer notices to
agents and registrars;

          (c)  In the event that the Option shall be exercised pursuant to
Section 7.1 by any person or persons other than the Optionee, appropriate proof
of the right of such person or persons to exercise the Option; and

          (d)  Full cash payment to the Secretary of the Company for the shares
with respect to which the Option, or portion thereof, is exercised.  However,
the Committee (or the Board, in the case of Options granted to Independent
Directors) may in its discretion (i) allow a delay in payment up to thirty (30)
days from the date the Option, or portion thereof, is exercised; (ii) allow
payment, in whole or in part, through the delivery of shares of Common Stock
owned by the Optionee, duly endorsed for transfer to the Company with a Fair
Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof; (iii) subject to the timing
requirements of Section 5.3, allow payment, in whole or in part, through the
surrender of shares of Common Stock then issuable upon exercise of the Option
having a Fair Market Value on the date of Option 

exercise equal to the aggregate exercise price of the Option or exercised
portion thereof; (iv) allow payment, in whole or in part, through the delivery
of property of any kind which constitutes good and valuable consideration; (v)
allow payment, in whole or in part, through the delivery of a full recourse
promissory note bearing interest (at no less than such rate as shall then
preclude the imputation of interest under the Code) and payable upon such terms
as may be prescribed by the Committee or the Board, or (vi) allow payment
through any combination of the consideration provided in the foregoing
subparagraphs (ii), (iii), (iv) and (v). In the case of a promissory note, the
Committee (or the Board, in the case of Options granted to Independent
Directors) may also prescribe the form of such note and the security to be given
for such note. The Option may not be exercised, however, by delivery of a
promissory note or by a loan from the Company when or where such loan or other
extension of credit is prohibited by law.

          5.3  Certain Timing Requirements.  At the discretion of the Committee
               ---------------------------                                     
(or Board, in the case of Options granted to Independent Directors), shares of
Common Stock issuable to the Optionee upon exercise of the Option may be used to
satisfy the Option exercise price or the tax withholding consequences of such
exercise, in the case of persons subject to Section 16 of the Exchange Act, only
(i) during the period beginning on the third business day following the date of
release of the quarterly or annual summary statement of sales and earnings of
the Company and ending on the twelfth business day following such date or (ii)
pursuant to an irrevocable written election by the Optionee to use shares of
Common Stock issuable to the Optionee upon exercise of the Option to pay all or
part of the Option price or the withholding taxes made at least six months prior
to the payment of such Option price or withholding taxes.

          5.4  Conditions to Issuance of Stock Certificates.  The Company shall
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not be required to issue or deliver any certificate or certificates for shares
of stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:

          (a)  The admission of such shares to listing on all stock exchanges on
which such class of stock is then listed;

          (b)  The completion of any registration or other qualification of such
shares under any state or federal law, or under the rulings or regulations of
the Securities and Exchange Commission or any other governmental regulatory body
which the Committee or Board shall, in its absolute discretion, deem necessary
or advisable;

          (c)  The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee or Board shall, in its
absolute discretion, determine to be necessary or advisable;

          (d)  The lapse of such reasonable period of time following the
exercise of the Option as the Committee or Board may establish from time to time
for reasons of administrative convenience; and

          (e)  The receipt by the Company of full payment for such shares,
including payment of any applicable withholding tax.

          5.5  Rights as Stockholders.  The holders of Options shall not be,
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nor have any of the rights or privileges of, stockholders of the Company in
respect of any shares purchasable upon the exercise of any part of an Option
unless and until certificates representing such shares have been issued by the
Company to such holders.

          5.6  Ownership and Transfer Restrictions.  The Committee (or the
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Board, in the case of Options granted to Independent Directors), in its absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Stock Option Agreement
and may be referred to on the certificates evidencing such shares.  The
Committee may require the Employee to give the Company prompt notice of any
disposition of shares of Common Stock acquired by exercise of an Incentive Stock
Option within (i) two years from the date of granting such Option to such
Employee or (ii) one year after the transfer of such shares to such Employee.
The Committee may direct that the certificates evidencing shares acquired by
exercise of an Option refer to such requirement to give prompt notice of
disposition.

          5.7  Limitations on Exercise of Options Granted to Independent
               ---------------------------------------------------------
Directors. Unless earlier terminated pursuant to Section 7.3(c)(ii) or
- ---------
7.3(c)(viii), no Option granted to an Independent Director may be exercised to
any extent by anyone after the first to occur of the following events:

          (a)  the expiration of twelve (12) months from the date of the
Optionee's death;

          (b)  the expiration of twelve (12) months from the date of the
Optionee's Termination of Directorship by reason of his permanent and total
disability (within the meaning of Section 22(e)(3) of the Code);

          (c)  the expiration of three (3) months from the date of the
Optionee's Termination of Directorship for any reason other than such Optionee's
death or his permanent and total disability, unless the Optionee dies within
said three-month period; or

          (d)  the expiration of ten years from the date the Option was granted.

                                  ARTICLE VI

                                 ADMINISTRATION

          6.1  Compensation Committee.  The Compensation Committee (or another
               ----------------------                                         
committee or subcommittee of the Board assuming the functions of the Committee
under this Plan) shall consist of two or more Independent Directors appointed by
and holding office at the pleasure of the Board, each of whom is both a
"disinterested person" as defined by Rule 16b-3 and an "outside director" for
purposes of Section 162(m) of the Code.  Appointment of Committee members shall
be effective upon acceptance of appointment.  Committee members may resign at
any time by delivering written notice to the Board.  Vacancies in the Committee
may be filled by the Board.

          6.2  Duties and Powers of Committee.  It shall be the duty of the
               ------------------------------                              
Committee to conduct the general administration of this Plan in accordance with
its provisions.  The Committee shall have the power to interpret this Plan and
the agreements pursuant to which Options are granted, and to adopt such rules
for the administration, interpretation, and application of this Plan as are
consistent therewith and to interpret, amend or revoke any such rules.
Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with
respect to Options granted to Independent Directors.  Any such grant under this
Plan need not be the same with respect to each Optionee.  Any such
interpretations and rules with respect to Incentive Stock Options shall be
consistent with the provisions of Section 422 of the Code.  In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations
or rules issued thereunder, are required to be determined in the sole discretion
of the Committee.

          6.3  Majority Rule; Unanimous Written Consent.  The Committee shall
               ----------------------------------------                      
act by a majority of its members in attendance at a meeting at which a quorum is
present or by a memorandum or other written instrument signed by all members of
the Committee.

          6.4  Compensation; Professional Assistance; Good Faith Actions.
               ---------------------------------------------------------  
Members of the Committee shall receive such compensation for their services as
members as may be determined by the Board.  All expenses and liabilities which
members of the Committee incur in connection with the administration of this
Plan shall be borne by the Company.  The Committee may, with the approval of the
Board, employ attorneys, consultants, accountants, appraisers, brokers, or other
persons.  The Committee, the Company and the Company's officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.  All actions taken and all interpretations and determinations made by
the Committee or the Board in good faith shall be final and binding upon all
Optionees, the Company and all other interested persons.  No members of the
Committee or Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to this Plan or Options and all
members of the Committee and the Board shall be fully protected by the Company
in respect of any such action, determination or interpretation.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

          7.1  Not Transferable.  Options under this Plan may not be sold,
               ----------------                                           
pledged, assigned, or transferred in any manner other than by will or the laws
of descent and distribution or pursuant to a QDRO, unless and until the shares
underlying such Options have been issued.  No Option or interest or right
therein shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect, except to the extent that such disposition is
permitted by the preceding sentence.

          During the lifetime of the Optionee, only he may exercise an Option
(or any portion thereof) granted to him under the Plan, unless it has been
disposed of pursuant to a QDRO. After the death of the Optionee, any exercisable
portion of an Option may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement, be
exercised by his personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of descent
and distribution.

          7.2  Amendment, Suspension or Termination of this Plan.  Except as
               -------------------------------------------------            
otherwise provided in this Section 7.2, this Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee.  However, without approval of the
Company's stockholders given within twelve months before or after the action by
the Committee, no action of the Committee may, except as provided in Section
7.3, increase the limits imposed in Section 2.1 on the maximum number of shares
which may be issued under this Plan or modify the Award Limit, and no action of
the Committee may be taken that would otherwise require stockholder approval as
a matter of applicable law, regulation or rule.  Notwithstanding the foregoing,
except as permitted by the applicable exemptive conditions of Rule 16b-3, the
provisions of this Plan relating to formula Option grants to Independent
Directors, including the amount, price and timing thereof, shall not be amended
more than once in any six-month period other than to comport with changes in the
Code, the Employee Retirement Income Security Act, or the respective rules
thereunder, and such amendments must be adopted by action of the Board.  No
amendment, suspension or termination of this Plan shall, without the consent of
the holder of Options, alter or impair any rights or obligations under any
Options, theretofore granted, unless the award itself otherwise expressly so
provides.  No Options may be granted during any period of suspension or after
termination of this Plan, and in no event may any Incentive Stock Option be
granted under this Plan after the first to occur of the following events:

          (a)  The expiration of ten years from the date the Plan is adopted by
the Board; or

          (b)  The expiration of ten years from the date the Plan is approved by
the Company's stockholders under Section 7.4.

          7.3  Changes in Common Stock or Assets of the Company, Acquisition or
               ----------------------------------------------------------------
Liquidation of the Company and Other Corporate Events.
- ----------------------------------------------------- 

          (a)  Subject to Sections 7.3(e), in the event that the Committee
determines that any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or
substantially all of the assets of the Company, or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event, in the Committee's sole discretion (or in the
case of Options granted to Independent Directors, the Board's sole discretion),
affects the Common Stock such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect
to an Option, then the Committee (or the Board, in the case of Options granted
to Independent Directors) shall, in such manner as it may deem equitable, adjust
any or all of

               (i)   the number and kind of shares of Common Stock (or other
     securities or property) with respect to which Options may be granted under
     the Plan (including, but not limited to, adjustments of the limitations in
     Section 2.1 on the maximum number and kind of shares which may be issued
     and adjustments of the Award Limit),

               (ii)  the number and kind of shares of Common Stock (or other
     securities or property) subject to outstanding Options, and

               (iii) the grant or exercise price with respect to any Option.

          (b)  Subject to Sections 7.3(e), in the event of any corporate
transaction or other event described in Section 7.3(a) which results in shares
of Common Stock being exchanged for or converted into cash, securities
(including securities of another corporation) or other property, the Committee
will have the right to terminate this Plan as of the date of the event or
transaction, in which case all Options granted under this Plan shall become the
right to receive such cash, securities or other property, net of any applicable
exercise price.

          (c)  Subject to Sections 7.3(c)(vi) and 7.3(e), in the event of any
corporate transaction or other event described in Section 7.3(a) or any unusual
or nonrecurring transactions or events affecting the Company, any affiliate of
the Company, or the financial 

statements of the Company or any affiliate, or of changes in applicable laws,
regulations, or accounting principles, the Committee (or the Board, in the case
of Options granted to Independent Directors) in its discretion is hereby
authorized to take any one or more of the following actions whenever the
Committee (or the Board, in the case of Options granted to Independent
Directors) determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Options under this Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles:

               (i)   In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Committee (or the Board, in the
     case of Options granted to Independent Directors) may provide, either
     automatically or upon the Optionee's request, for either the purchase of
     any such Option for an amount of cash equal to the amount that could have
     been attained upon the exercise of such Option or realization of the
     Optionee's rights had such Option been currently exercisable or payable or
     the replacement of such Option with other rights or property selected by
     the Committee (or the Board, in the case of Options granted to Independent
     Directors) in its sole discretion;

               (ii)  In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Committee (or the Board, in the
     case of Options granted to Independent Directors) may provide, either by
     the terms of such Option or by action taken prior to the occurrence of such
     transaction or event, that it cannot be exercised after such event;

               (iii) In its sole and absolute discretion, and on such terms and
     conditions as it deems appropriate, the Committee (or the Board, in the
     case of Options granted to Independent Directors) may provide, either by
     the terms of such Option or by action taken prior to the occurrence of such
     transaction or event, that for a specified period of time prior to such
     transaction or event such Option, shall be exercisable as to all shares
     covered thereby, notwithstanding anything to the contrary in (i) Section
     4.4 or (ii) the provisions of such Option;

               (iv)  In its discretion, and on such terms and conditions as it
     deems appropriate, the Committee (or the Board, in the case of Options
     granted to Independent Directors) may provide, either by the terms of such
     Option or by action taken prior to the occurrence of such transaction or
     event, that upon such event, such Option, be assumed by the successor
     corporation, or a parent or subsidiary thereof, or shall be substituted for
     by similar options, rights or awards covering the stock of the successor
     corporation, or a parent or subsidiary thereof, with appropriate
     adjustments as to the number and kind of shares and prices; and

               (v)   In its discretion, and on such terms and conditions as it
     deems appropriate, the Committee (or the Board, in the case of Options
     granted to Independent Directors) may make adjustments in the number and
     type of shares of 

     Common Stock (or other securities or property) subject to outstanding
     Options and/or in the terms and conditions of (including the grant or
     exercise price), and the criteria included in, outstanding Options, which
     may be granted in the future.

               (vi)  None of the foregoing discretionary terms of this Section
     7.3(c) shall be permitted with respect to Options granted under Section
     3.4(d) to Independent Directors to the extent that such discretion would be
     inconsistent with the requirements of Rule 16b-3.  In the event of a Change
     in Control or a Corporate Transaction, to the extent that the Board does
     not have the ability under Rule 16b-3 to take or to refrain from taking the
     discretionary actions set forth above, each Option granted to an
     Independent Director shall be exercisable as to all shares covered thereby
     upon such Change in Control or during the five days immediately preceding
     the consummation of such Corporate Transaction and subject to such
     consummation, notwithstanding anything to the contrary in Section 4.4 or
     the vesting schedule of such Options.  In the event of a Corporate
     Transaction, to the extent that the Board does not have the ability under
     Rule 16b-3 to take or to refrain from taking the discretionary actions set
     forth above, no Option granted to an Independent Director may be exercised
     following such Corporate Transaction unless such Option is, in connection
     with such Corporate Transaction, either to be assumed by the successor or
     survivor corporation (or parent thereof) or to be replaced with a
     comparable right with respect to shares of the capital stock of the
     successor or survivor corporation (or parent thereof); provided, however,
                                                            --------  ------- 
     that such termination shall not occur until after the related Corporate
     Transaction has closed and appropriate arrangements shall be made to permit
     any Options outstanding to be exercised in connection with such closing;
     and provided, further, that any Option granted or deemed regranted within
         --------  -------                                                    
     six months of such Corporate Transaction shall remain exercisable until the
     expiration of six months and one day from the later of the date such Option
     was granted or the date such Option was deemed regranted unless such Option
     earlier expires pursuant to Section 5.7.

               (viii) A Stock Option Agreement, in the discretion of the
     Committee, may provide that in the event of any Corporate Transaction, each
     outstanding Option shall, immediately prior to the effective date of the
     Corporate Transaction, automatically become fully exercisable for all of
     the shares of Common Stock subject to such Option.  A Stock Option
     Agreement may, in the discretion of the Committee, further provide that the
     Option subject to such agreement shall not so accelerate if and to the
     extent:  (i) such Option is, in connection with the Corporate Transaction,
     either to be assumed by the successor or survivor corporation (or parent
     thereof) or to be replaced with a comparable right with respect to shares
     of the capital stock of the successor or survivor corporation (or parent
     thereof), (ii) such Option is to be replaced with a cash incentive program
     of the successor or survivor corporation which preserves the economic value
     of the right at the time of the Corporate Transaction and provides for
     subsequent payout in accordance with the same vesting schedule applicable
     to such right or (iii) the acceleration of exercisability of such Option is
     subject to other limitations imposed by the Committee at the time of grant.

     The determination of comparability of rights under clause (i) above shall
     be made by the Committee, and its determination shall be final, binding and
     conclusive.

          (d)  Subject to Sections 7.3(e) and 7.8, the Committee (or the Board,
in the case of Options granted to Independent Directors) may, in its discretion,
include such further provisions and limitations in any Option agreement or
certificate, as it may deem equitable and in the best interests of the Company.

          (e)  With respect to Incentive Stock Options and Options intended to
qualify as performance-based compensation under Section 162(m), no adjustment or
action described in this Section 7.3 or in any other provision of the Plan shall
be authorized to the extent that such adjustment or action would cause the Plan
to violate Section 422(b)(1) of the Code or would cause such option to fail to
so qualify under Section 162(m), as the case may be, or any successor provisions
thereto.  Furthermore, no such adjustment or action shall be authorized to the
extent such adjustment or action would violate Section 16 or the exemptive
conditions of Rule 16b-3.  The number of shares of Common Stock subject to any
option, right or award shall always be rounded to the next whole number.

          7.4  Approval of Plan by Stockholders.  This Plan will be submitted
               --------------------------------                              
for the approval of the Company's stockholders within twelve months after the
date of the Board's initial adoption of this Plan.  Options may be granted prior
to such stockholder approval, provided that such Options shall not be
exercisable prior to the time when this Plan is approved by the stockholders,
and provided further that if such approval has not been obtained at the end of
said twelve-month period, all Options previously granted under this Plan shall
thereupon be cancelled and become null and void.

          7.5  Tax Withholding.  The Company shall be entitled to require
               ---------------                                           
payment in cash or deduction from other compensation payable to each Optionee of
any sums required by federal, state or local tax law to be withheld with respect
to the issuance, vesting or exercise of any Option.  Subject to the timing
requirements of Section 5.3, the Committee (or the Board, in the case of Options
granted to Independent Directors) may in its discretion and in satisfaction of
the foregoing requirement allow such Optionee to elect to have the Company
withhold shares of Common Stock otherwise issuable under such Option (or allow
the return of shares of Common Stock) having a Fair Market Value equal to the
sums required to be withheld.

          7.6  Loans.  The Committee may, in its discretion, extend one or more
               -----                                                           
loans to key Employees in connection with the exercise or receipt of an Option
granted under this Plan.  The terms and conditions of any such loan shall be set
by the Committee.

          7.7  Forfeiture Provisions.  Pursuant to its general authority to
               ---------------------                                       
determine the terms and conditions applicable to awards under the Plan, the
Committee (or the Board, in the case of Options granted to Independent
Directors) shall have the right (to the extent consistent with the requirements
of Rule 16b-3) to provide, in the terms of Options or other awards made under
the Plan, or to require the recipient to agree by separate written 

instrument, that (i) any proceeds, gains or other economic benefit actually or
constructively received by the recipient upon any receipt or exercise of the
award, or upon the receipt or resale of any Common Stock underlying such award,
must be paid to the Company, and (ii) the award shall terminate and any
unexercised portion of such award (whether or not vested) shall be forfeited, if
(a) a Termination of Employment, Termination of Consultancy or Termination of
Directorship occurs prior to a specified date, or within a specified time period
following receipt or exercise of the award, or (b) the recipient at any time, or
during a specified time period, engages in any activity in competition with the
Company, or which is inimical, contrary or harmful to the interests of the
Company, as further defined by the Committee (or the Board, as applicable).

          7.8  Limitations Applicable to Section 16 Persons and Performance-
               ------------------------------------------------------------
Based Compensation. Notwithstanding any other provision of this Plan, this Plan,
- ------------------                                                              
and any Option granted to any individual who is then subject to Section 16 of
the Exchange Act, shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rule.  To the extent permitted by applicable law,
the Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule. Furthermore,
notwithstanding any other provision of this Plan, any Option intended to qualify
as performance-based compensation as described in Section 162(m)(4)(C) of the
Code shall be subject to any additional limitations set forth in Section 162(m)
of the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for qualification
as performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and this Plan shall be deemed amended to the extent necessary to conform
to such requirements.

          7.9  Effect of Plan Upon Options and Compensation Plans.  The
               --------------------------------------------------      
adoption of this Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Subsidiary.  Nothing in this Plan shall be
construed to limit the right of the Company (i) to establish any other forms of
incentives or compensation for Employees, Directors or consultants of the
Company or any Subsidiary or (ii) to grant or assume options or other rights
otherwise than under this Plan in connection with any proper corporate purpose
including but not by way of limitation, the grant or assumption of options in
connection with the acquisition by purchase, lease, merger, consolidation or
otherwise, of the business, stock or assets of any corporation, partnership,
firm or association.

          7.10 Compliance with Laws.  This Plan, the granting and vesting of
               --------------------                                         
Options under this Plan and the issuance and delivery of shares of Common Stock
and the payment of money under this Plan or under Options granted hereunder are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith.  Any securities delivered under
this Plan shall be subject to such restrictions, and the person acquiring such

securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements.  To the extent
permitted by applicable law, the Plan and Options granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.

          7.11 Titles.  Titles are provided herein for convenience only and are
               ------                                                          
not to serve as a basis for interpretation or construction of this Plan.

          7.12 Governing Law.  This Plan and any agreements hereunder shall be
               -------------                                                  
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof.

                                    *  *  *

          I hereby certify that the foregoing Plan was duly adopted by the Board
of Directors of the Company on March 21, 1996.

          Executed on this 21st day of March, 1996.

                                                   /s/ Kim Cox
                                         -----------------------------
                                                    Secretary

                                    *  *  *

          I hereby certify that the foregoing Plan was duly adopted by the
written consent of holders of a majority of the outstanding shares of Common
Stock on March 21, 1996.

          Executed on this 21 day of March, 1996.

                                                   /s/ Kim Cox
                                         -----------------------------
                                                    Secretary

 

Basic Info X:

Name: THE 1996 EQUITY PARTICIPATION PLAN
Type: Equity Participation Plan
Date: Sept. 10, 1996
Company: BLOWOUT ENTERTAINMENT INC
State: Delaware

Other info:

Date:

  • 21st day of March , 1996
  • March 21 , 1996
  • this 21 day of March , 1996

Organization:

  • INC. Blowout Entertainment , Inc.
  • Equity Participation Plan of Blowout Entertainment , Inc.
  • Terminations of Consultancy
  • Company 's Common Stock
  • Qualification of Incentive Stock Options
  • Any Incentive Stock Option
  • Incentive Stock Options and Options
  • Termination of Consultancy
  • Manner of Exercise
  • Fair Market Value
  • Certain Timing Requirements
  • Issuance of Stock Certificates
  • Securities and Exchange Commission
  • Exercise of Options Granted
  • Powers of Committee
  • Committee or Board
  • Termination of Employment
  • Termination of Directorship
  • Plan Upon Options and Compensation Plans
  • the State of Delaware
  • Board of Directors of the Company

Location:

  • Delaware

Money:

  • $ .01
  • $ 100,000

Person:

  • Optionee

Percent:

  • fifty percent
  • 50 %
  • 50 percent
  • ten percent
  • 110 %
  • 100 %
  • 25 %