EXHIBIT 99.06
HOME SHOPPING NETWORK, INC.
1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
I. Purpose
It is the belief of the management of Home Shopping Net-
work, Inc. (the "Corporation") that the Corporate Directors
will effect decisions and render guidance to the Corporation
which will materially enhance the stability and economic growth
of the Corporation. Accordingly, subject to shareholder ap-
proval, Directors not also serving as employees of the Corpora-
tion should be afforded the opportunity to acquire shares of
authorized common stock on a permissible exercise date. By
providing this opportunity through the adoption of a Stock Op-
tion Plan for Outside Directors (the "Plan"), it is the inten-
tion of the Corporation to give appropriate recognition to a
group who will have continuing responsibility for the
Corporation's growth and profitability.
II. Eligibility
The only persons eligible to receive Options under the
Plan shall include each of the Corporation's existing and fu-
ture Directors who are not also employees of the Corporation.
III. Shares Subject to the Plan
The shares which shall be issued and delivered upon exer-
cise of Options granted under the Plan shall be shares of the
Corporation's common stock. The maximum number of shares which
may be issued upon exercise of Options granted under the Plan
shall not exceed 105,000 shares. If any Option expires or ter-
minates prior to being fully exercised, any shares allocable to
the unexercised portion of such Option may again be made
subject to the terms of the Plan.
Appropriate adjustments in the number of shares available
under the Plan and in the Option price per share shall give
effect to adjustments made in the number of shares as a result
of a merger, consolidation, recapitalization, reclassification,
combination, stock dividend, stock split or other relevant
change in the capital structure of the Corporation.
IV. Terms and Conditions
(a) Grant of Options
Subject to the provisions of the Plan, Directors of
the Corporation shall be granted Nonqualified Stock
Options for the purchase of shares of common stock
of the Corporation.
(b) Option Agreement
Each Option shall be evidenced by a written agree-
ment between the Corporation and the Director speci-
fying the number of shares of common stock that may
be exercised by its purchase.
(c) Date of Grant
The date on which an option is granted shall be ei-
ther: (1) The date that the Plan has been adopted
by the Board of Directors; or (2) The first day upon
which a Director who is not also an employee is
first elected to the Board of Directors.
(d) Option Price
Each Option Agreement shall state the purchase price
of each share of common stock which may be acquired
upon exercising the Option, which price shall be the
fair market value of each shares as of the Date of
Grant. Fair Market Value shall be deemed to be the
closing price of the shares on the applicable Date
of Grant, as published by the national securities
exchange on which the shares are traded. If such
price is not published for the Date of Grant, such
value shall be deemed to be the closing price on the
trading date occurring the nearest to and before the
valuation date.
(e) Number of Shares Granted
Each Director shall receive a Nonqualified Stock
Option to purchase 15,000 shares of Common Stock of
the Corporation on the date of grant. This grant
shall occur automatically on either: (1) The date
that the Plan has been adopted by the Board of Di-
rectors; or (2) The first day upon which a Director
who is not also an employee is first elected to the
Board of Directors.
(f) Option Period and Restrictions of Exercise
The 15,000 Option shares shall be exercisable in the
following manner for the periods specified:
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- 5,000 Option shares shall first become exercis-
able on the date of grant and must be fully ex-
ercised within two years from the date granted.
The failure to exercise the 5,000 Option shares
during this two-year period shall mean that such
Options shall be forfeited.
- 5,000 Option shares shall become exercisable one
year from the date such Option shares were
granted and must be exercised within two years
from the date such Option shares become first
exercisable. The failure to exercise the 5,000
Option shares during this two-year period shall
mean that such Options shall be forfeited.
- 5,000 Option shares shall become exercisable two
years from the date such Option shares were
granted and must be exercised within two years
from the date such Option shares become first
exercisable. The failure to exercise the 5,000
Option shares during this two-year period shall
mean that such Options shall be forfeited.
(g) Manner of Exercise
Subject to the conditions and restrictions contained
in paragraph IV(h) below, the Option shall be exer-
cised by delivering written notice of exercise to
the Corporate Secretary of Home Shopping Network,
Inc. Such notice is irrevocable and must be ac-
companied by payment in cash and a signed Option
exercise form. If prior authorization has been ob-
tained, payment for the shares may be made by deliv-
ery of common stock.
(h) Transferability and Termination of Option
Each Option granted hereunder may be exercised only
by the individual to whom it is issued and only dur-
ing the period in which he or she is serving as an
outside Director of the Corporation or within the
thirty (30) day period following his or her resigna-
tion or other termination of such service for any
reason other than death. If such holder dies before
fully exercising any portion of an option then exer-
cisable, such Option may be exercised by such
holder's legal representative(s), heir(s) or
devisee(s) at any time within the six (6) month pe-
riod following his or her death.
In the event that an outside Director becomes a
full-time employee of the Corporation, the outside
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Director shall not have to forfeit the 15,000 Option
shares granted pursuant to this Plan. However, the
outside Director shall have to satisfy all other
terms and provisions of this Plan with respect to
the Options granted hereunder.
V. Effective Date and Term of Plan
Subject to the prospective approval of the Plan by an
affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting of
Shareholders to be conducted on August 14, 1986, the effective
date of the Plan shall be August 1, 1986, and it shall remain
in existence for a period of ten years thereafter. In the
event of shareholder rejection of the Plan, any Option granted
hereunder shall be void and of no legal effect. No Option may
be granted subsequent to the expiration date of the Plan, but
Options then outstanding shall be exercisable in accordance
with the terms hereof.
VI. Amendment
The Board of Directors may at any time suspend or discon-
tinue the Plan, but no amendment shall be authorized without
shareholder approval.
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Exh. 10-13
THIRD AMENDMENT OF THE OUTSIDE DIRECTORS PLAN
October 31, 1991
Extension of Exercise Period of Outstanding Director Options
WHEREAS, the terms of the 1986 Stock Option Plan for Out-
side Directors, as amended (the ("Plan") of the Company permit
the members of the Board of Directors who are not eligible to
participate in the Plan to modify existing options;
WHEREAS, management deems it to be in the best interest
of the Company to extend the exercise period of all Options
held by persons who are outside directors on the date hereof;
NOW, THEREFORE, BE IT RESOLVED, that the exercise period
of Options held by persons who are outside directors on the
date hereto shall be extended so that the exercise period for
each portion of Options if five (5) years.
Exh. 10-13
FOURTH AMENDMENT TO THE HOME SHOPPING NETWORK, INC.
1986 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
This is the Fourth Amendment to the 1986 Stock Option
Plan for Outside Directors (the ("Plan") of Home Shopping Net-
work, Inc., a Delaware corporation (the "Corporation"), with
its principal offices in St. Petersburg, Florida.
1. The number of shares subject to the Plan as
specified in Article III, Shares Subject to the Plan, of the
Plan shall be increased to, and shall not exceed 1,630,000.
2. Paragraph (e) of Article IV, Terms and Condi-
tions, of the Plan is hereby deleted in its entirety, and the
following is substituted in lieu thereof:
(e)(1) Each Director shall receive a Nonqualified Stock
Option to purchase 90,000 shares of Common Stock
of the Corporation automatically on the date
specified in paragraph (c) of this Article IV,
exercisable in accordance with the provisions of
paragraph (f)(1) of this Article IV.
(e)(2) Each Director who is commencing his sixth year of
service as a director shall receive a Nonquali-
fied Stock Option to purchase an additional
90,000 shares of Common Stock of the Corporation
automatically on the later of (A) the date this
Fourth Amendment is adopted by the Corporation's
Board of Directors, subject to the proviso con-
tained in paragraph 4 of this Fourth Amendment,
or (B) the first day upon which a Director who is
not also an employee is first elected to the
Board of Directors, exercisable in accordance
with the provisions of paragraph (f)(2) of this
Article IV.
(e)(3) Under no circumstances shall a Director pursuant
to paragraphs (e)(1) and (e)(2) of this Article
IV ever receive a Nonqualified Stock Option or
Options for greater than 180,000 shares of the
Common Stock of the Corporation.
(e)(4) No amendment to this Article IV of the Plan may
be made more than once every six months, other
than to comport with changes in the Internal Rev-
enue Code, the Employee Retirement Income Secu-
rity Act, or the rules thereunder.
3. Paragraph (f) of Article IV, Terms and Condi-
tions, of the Plan is hereby renumbered as paragraph (f)(1),
and a new paragraph (f)(2) of Article IV of the Plan is hereby
added as follows:
(f)(2) Option Period and Restrictions of Exercise
The 90,000 Option shares shall be exercisable in
the following manner for the periods specified:
18,000 Option shares shall first become exercis-
able on the date of grant and must be fully exer-
cised within five years from the date granted.
The failure to exercise the 18,000 Option shares
during this five-year period shall mean that such
Options shall be forfeited.
18,000 Option shares shall become exercisable one
year from the date such Option shares were
granted and must be exercised within five years
from the date such Option shares become first
exercisable. The failure to exercise the 18,000
Option shares during this five-year period shall
mean that such Options shall be forfeited.
18,000 Option shares shall become exercisable two
years from the date such Option shares were
granted and must be exercised within five years
from the date such Option shares become first
exercisable. The failure to exercise the 18,000
Option shares during this five-year period shall
mean that such Options shall be forfeited.
18,000 Option shares shall become exercisable
three years from the date such Option shares were
granted and must be exercised within five years
from the date such Option shares become first
exercisable. The failure to exercise the 18,000
Option shares during this five-year period shall
mean that such Options shall be forfeited.
18,000 Option shares shall become exercisable
four years from the date such Option shares were
granted and must be exercised within five years
from the date such Option shares become first
exercisable. The failure to exercise the 18,000
Option shares during this five-year period shall
mean that such Options shall be forfeited.
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4. The effective date of this Fourth Amendment to
the Plan shall be the date on which this Fourth Amendment is
approved by the stockholders of the Corporation; provided, how-
ever, that options (and any shares issued pursuant thereto)
shall be granted conditionally pursuant to this Fourth Amend-
ment immediately upon its adoption by the Board of Directors of
the Corporation so long as stockholder approval is received at
the next annual meeting of the stockholders.
DATE adopted by the Board of Directors: ________________
DATE approved by the stockholders: ________________
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