exh10-1_1294342.htm
EXHIBIT
10.1
AMENDMENT
NO. 2
TO
SECOND
AMENDED AND RESTATED
ACCESS
INTEGRATED TECHNOLOGIES, INC. 2000 EQUITY INCENTIVE PLAN
AMENDMENT NO. 2, dated as of
September 4, 2008 (this “Amendment”), to the Second Amended and Restated 2000
Equity Incentive Plan (as amended, the “Plan”) of Access Integrated
Technologies, Inc., a Delaware corporation (the “Corporation”).
WHEREAS, the Corporation
maintains the Plan, effective as of June 1, 2000; and
WHEREAS, in order to provide
the Corporation with the flexibility to be able to grant additional stock
options to its employees, the Board of Directors of the Corporation deems it to
be in the best interest of the Corporation and its stockholders to amend the
Plan in order to increase the maximum number of shares of the Corporation’s
Class A Common Stock, par value $.001 per share, which may be issued and sold
under the Plan from 2,200,000 shares to 3,700,000 shares.
NOW, THEREFORE, BE IT RESOLVED
the Plan is hereby amended as follows:
1.
The first sentence of Section 5.2 shall be revised and amended to read as
follows:
“The total number of shares of Stock (including Restricted Stock, if any)
optioned or granted under this Plan during the term of the Plan shall not exceed
3,700,000 shares.”
2.
This Amendment shall be effective as of the date first set forth above, which is
the date that this Amendment was approved by a majority of the outstanding votes
cast at the September 4, 2008 meeting of the holders of the Corporation’s Class
A Common Stock and Class B Common Stock.
3.
In all respects not amended, the Plan is hereby ratified and confirmed and
remains in full force and effect.
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ACCESS
INTEGRATED TECHNOLOGIES, INC. |
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By: |
/s/
A. Dale Mayo |
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A.
Dale Mayo, President,
Chief Executive Officer and Chairman
of the Board of Directors |
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