1992 STOCK OPTION PLAN
As amended March 20, 1997
The purpose of the Rimage Corporation 1992 Stock Option Plan (the "Plan") is to promote the growth and
profitability of Rimage Corporation (the "Company") and its Affiliates by providing its employees and directors
with an incentive to achieve long-term corporate objectives, to attract and retain employees and directors of
outstanding competence, and to provide such employees and directors with an equity interest in the Company.
1. STOCK SUBJECT TO PLAN. An aggregate of 1,000,000 shares (the "Shares") of the Common Stock,
$.01 par value, of the Company ("Common Stock") may be subject to options granted under the Plan. Such
Shares may be authorized but unissued Common Stock or authorized and issued Common Stock that has been
or may be acquired by the Company. Shares that are subject to an option which expires or is terminated
unexercised shall again be available for issuance under the Plan.
a. COMMITTEE. The Plan shall be administered by the Stock Option Committee (the "Committee") of the
Board of Directors of the Company (the "Board"). The Committee shall be comprised of two or more members
of the Board, each of whom shall be a "disinterested person" within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended.
b. POWERS AND DUTIES. The Committee shall have the authority to make rules and regulations governing the
administration of the Plan; to select the eligible employees to whom options shall be granted; to determine the
type, amount, size, and terms of options; to determine the time when options shall be granted; to determine
whether any restrictions shall be placed on Shares purchased pursuant to any option; and to make all other
determinations necessary or advisable for the administration of the Plan. The Committee's determinations need
not be uniform, and may be made by it selectively among persons who are eligible to receive options under