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EXHIBIT 99
VALUEVISION INTERNATIONAL, INC.
SECOND AMENDED 1990 STOCK OPTION PLAN
(AS AMENDED AND RESTATED)
1. Purpose.
The purpose of the Second Amended ValueVision International, Inc. 1990
Plan (the "Plan") is to provide officers and other key management employees
("Employees") of ValueVision International, Inc. (the "Company") and its present
and future subsidiaries (within the meaning of Section 425 of the Internal
Revenue Code of 1986, as amended (the "Code")) with an increased incentive to
make significant and extraordinary contributions to the performance and growth
of the Company and its subsidiaries, to increase stock ownership of Employees,
and to attract and retain Employees of exceptional ability, by means of stock
options.
2. Administration.
The Plan shall be administered by the stock option committee (the
"Committee") of the board of directors of the Company. The Committee shall
consist of not less than two directors of the Company and shall be appointed
from time to time by the board of directors of the Company. Each member of the
Committee shall be a "disinterested person" within the meaning of Rule 16b-3 of
the Securities Exchange Act of 1934, and the regulations promulgated thereunder
(the "1934 Act"). The board of directors of the Company may from time to time
appoint members of the Committee in substitution for, or in addition to, members
previously appointed, and may fill vacancies, however caused, in the Committee.
The Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of the
Committee's members shall constitute a quorum. All action of the Committee shall
be taken by the majority of its members. Any action may be taken by a written
instrument signed by majority of the members and actions so taken shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary, shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable. The Committee shall have complete authority to award
Incentives under the Plan, to interpret the Plan, and to make any other
determination which it believes necessary and advisable for the proper
administration of the Plan. The Committee's decisions and matters relating to
the Plan shall be final and conclusive on the Company and its participants.
3. Eligibility and Participation.
The class of employees eligible to receive stock options under the Plan
are key management employees (including officers, but excluding directors of the
Company) who shall be selected by the Plan Administrator from those employees
who, in the opinion of the Plan Administrator, are in positions which enable
them to make significant and extraordinary contributions to the performance and
growth of the Company and its subsidiaries.
4. Stock Options.
Stock options to purchase full shares of the Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), of the Company may at the
discretion of the Plan Administrator be Incentive Stock Options (as defined in
Section 422A of the Code) or Non-Incentive Stock Options are sometimes
hereinafter collectively referred to as "stock options" or "options".
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5. Determination of Option Price.
The option price of Class A Common Stock covered by each stock option
designated an Incentive Stock Option shall be determined by the Plan
Administrator but shall not be less than the fair market value of Class A Common
Stock on the date of grant of such stock option. Such fair market value shall be
the average of the high bid and low asked prices in the over-the-counter market,
as reported by NASDAQ or such other system then in use on the date of grant of
the stock option. The option price of Class A Common Stock covered by each
option designated a Non-Incentive Stock Option shall be determined by the Plan
Administrator on the date of grant of the stock option.
6. Option Term.
The term within which each stock option is exercisable shall be for
such period as the Plan Administrator may determine, but such term shall not
exceed a period of ten years in the case of Incentive Stock Options and ten
years and one day in the case of Non-Incentive Stock Options from the date of
grant of an option.
7. Option Agreements.
Each stock option shall be evidenced by an option agreement containing
such terms and conditions, consistent with the provisions of the Plan, as the
Plan Administrator shall from time to time determine. Such terms and conditions,
at the discretion of the Plan Administrator, may include, without limitation,
provisions with respect to the time or times at which the stock option is
exercisable, the effect of termination of employment upon right of exercise, the
manner of exercise of such stock option, the payment for Class A Common Stock
either with other shares of Class A Common Stock or with cash or with both, and
payment of income tax withholding requirements in connection with the exercise
of a Non-Incentive Stock Option by the Company withholding or an Employee
delivering shares of Class A Common Stock.
8. Date Of Grant.
The date of grant of a stock option shall occur when the granting of
the stock option is authorized by the Plan Administrator, or such later date as
may be specified by the Plan Administrator in such authorization.
9. Incentive Stock Options.
Notwithstanding anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock options which are
intended to qualify as Incentive Stock Options:
(a) The aggregate fair market value (determined as of the time the
option is granted) of Class A Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an employee during any calendar
year (under all plans of the Company or of its parent or any subsidiary of the
Company) shall not exceed $100,000;
(b) All Incentive Stock Options must be granted within ten years from
the earlier of the date on which this Plan was adopted by the Board of Directors
or the date this Plan was approved by the shareholders; and
(c) No Incentive Stock Options shall be granted to any Employee who, at
the time such option is granted, would own (within the meaning of Section 422A
of the Code) stock possessing more
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than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or any subsidiary.
10. Adjustments.
In the event of any merger, consolidation or reorganization of the
Company with any other corporation or corporations, there shall be substituted
for each of the shares of Class A Common Stock then subject to the Plan, the
number and kind of shares of stock or other securities to which the holders of
the shares of Class A Common Stock will be entitled pursuant to the transaction.
In the event of any recapitalization, stock dividend, stock split, combination
of shares or other change in the Class A Common Stock, the number of shares of
Class A Common Stock then subject to the Plan, including shares subject to
options, shall be adjusted in proportion to the change in outstanding shares of
Class A Common Stock. In the event of any such adjustments, the purchase price
of any option and the shares of Class A Common Stock issuable pursuant to any
option shall be adjusted as and to the extent appropriate, in the discretion of
the Plan Administrator, to provide participants with the same relative rights
before and after such adjustment.
11. Effect of Termination of Employment.
In the event an employee ceases employment with the Company for any
reason, including death, any options held by such Employee may be exercised or
shall expire at such times as may be determined by the Plan Administrator.
12. Transferability Of Options.
Options under the Plan shall not be assignable or transferable, or
subject to encumbrance or charge of any nature, otherwise than by will or the
laws of descent and distribution, and the Company shall not be required to
recognize any attempted assignment of such rights by an Employee. A stock option
may be exercised, during the lifetime of the Employee to whom such stock option
was granted, only by such Employee.
13. Amendment And Termination.
The Board of Directors of the Company may at any time and from time to
time amend, suspend or terminate the Plan in whole or in part; provided,
however, that the Board of Directors may not, without the favorable vote of a
majority of the shares of voting stock represented at a meeting of shareholders
of the Company, (a) increase the aggregate number of shares of Class A Common
Stock which may be issued under the Plan, or decrease the minimum stock option
price set forth in Paragraph 5 hereof, or change the designation of the class of
employees eligible to receive Incentive Stock Options under the plan, unless
otherwise permitted by the Code or (b) materially increase the benefits accruing
to participants under the Plan or materially modify the requirements as to
eligibility for participation in the Plan. No such amendment, suspension or
termination may, without the consent of the Employee to whom an option shall
theretofore have been granted, adversely affect the rights of such Employee
under such option.
14. Number of Shares.
The aggregate number of shares of Class A Common Stock which may be
issued under options and which shall be reserved for purposes of the Plan shall
be 4,250,000, subject to adjustment pursuant to Section 10 hereof. Authorized
but unissued shares or treasury shares or both may be utilized for purposes of
the Plan. If any stock option shall expire or terminate for any reason without
having been exercised in
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full, the unpurchased shares under such option shall again become available for
purposes of the Plan so long as the holder of such stock option received no
benefit of ownership from the stock.
15. Use of Common Stock for Income Tax Withholding Requirements.
(a) The Company shall have the right to withhold from any payments made
under the Plan or to collect as a condition of payment, any taxes required by
law to be withheld. At any time when an Employee is required to pay to the
Company an amount required to be withheld under applicable income tax laws in
connection with the exercise of a stock option, the Employee may satisfy this
obligation in whole or in part by electing (the "Election") to have the Company
withhold from the distribution shares of Class A Common Stock having a value up
to the amount required to be withheld. The value of the shares to be withheld
shall be based on the fair market value of the Class A Common Stock (as
determined in Paragraph 5 herein) on the date that the amount of tax to be
withheld shall be determined (herein "Tax Date").
(b) Each Election must be made prior to the Tax Date. The Plan
Administrator may disapprove of any Election, may suspend or terminate the right
to make Elections, or may provide with respect to any option that the right to
make Elections shall not apply to such option. An Election is irrevocable.
(c) If the Employee is an officer or director of the Company within the
meaning of Section 16 of the Act, then an Election is subject to the following
additional restrictions:
(1) No election shall be effective for a Tax Date which occurs
within six months of the grant of the option, except that this
limitation shall not apply in the event death or disability of the
Employee occurs prior to the expiration of the six-month period.
(2) The Election must be made either six months prior to the
Tax Date or must be made during a period beginning on the third
business day following the date of release for publication of the
Company's quarterly or annual summary statements of sales and earnings
and ending on the twelfth business day following such date.
16. Securities Laws.
Notwithstanding anything in this Plan to the contrary:
(a) the Company may, if it shall determine it necessary or desirable
for any reason, at the time of grant of any option or the issuance of any shares
of Class A Common Stock pursuant to any option, require the recipient of the
option, as a condition to the receipt thereof or to the receipt of shares of
Class A Common Stock issued pursuant thereto, to deliver to the Company a
written representation of present intention to acquire the option or the shares
of Class A Common Stock issued pursuant thereto for such recipient's own account
for investment and not for distribution; and (b) if at any time the Company
further determines, in its discretion, that the listing, registration or
qualification (or any updating of any such document) of any option or the shares
of class a common stock issuable pursuant thereto is necessary on any securities
exchange or under any federal or state securities or blue sky law, or that the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with the grant of any option, the
issuance of shares of Class A Common Stock pursuant thereto, or the removal of
any restrictions imposed on such shares, such option shall not be awarded or
such shares of Class A Common Stock shall not be issued or such restrictions
shall not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company.
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17. Miscellaneous Provisions.
(a) Nothing in the Plan or in any stock option granted pursuant to the
Plan shall confer on any Employee the right to continue in the employ of the
Company or any of its subsidiaries or affect in any way the right of the Company
or any such subsidiary to terminate such Employee's employment at any time.
(b) The grant of stock options under the Plan shall not confer upon any
Employee any of the rights of a shareholder until due exercise of the Employee's
stock option.
18. Duration Of Plan.
(a) The Plan will become effective upon its approval by the affirmative
vote of the holders of a majority of the voting stock of the Company at a
meeting of its shareholders. Unless approved within one year after the date of
the Plan's adoption by the Board of Directors, the Plan shall not be effective
for any purpose.
(b) The Plan shall remain in effect until all options granted under the
Plan have been satisfied by the issuance of shares of Class A Common Stock or
terminated under the terms of the Plan and all restrictions imposed on shares of
Class A Common Stock in connection with their issuance under the Plan have
lapsed. No options may be granted under the Plan after the tenth anniversary of
the date the plan is approved by the shareholders of the Company.
(c) Nothing contained in the Plan shall be construed as giving an
Employee, the Employee's beneficiaries or any other person any equity or
interests of any kind in the assets of the Company or creating a trust of any
kind or a fiduciary relationship of any kind between the Company and any such
person.
19. Immediate Acceleration Of Options Upon Change In Control.
Notwithstanding any provision in the Plan, any option agreement, or any
other agreement relating thereto to the contrary, all options granted under the
Plan will become exercisable immediately if any of the following events occur,
unless otherwise determined by the Board of Directors and a majority of the
Incumbent Members (as defined below) or unless and to the extent that the
exercise of the option would result in the application of the provisions of
Section 280G of the Internal Revenue Code of 1986, as amended:
(a) Any person, as defined in Sections 3(a)(9) and 13(d)(3) of the Act,
becomes the "beneficial owner" (as defined in rule 13d-3 promulgated pursuant to
the Act) directly or indirectly, of 30% or more of combined voting power of the
Company's then outstanding securities; or
(b) The occurrence within any twelve-month period of a change in the
Board of Directors of the Company with the result that the Incumbent Members (as
defined below) do not constitute a majority of the Board of Directors.
"Incumbent Members" in respect of any twelve-month period, shall mean the
members of the Board on the date immediately preceding the commencement of such
twelve-month period, provided that any person becoming a Director during such
twelve-month period whose election or nomination for election was supported by a
majority of the Directors who, on the date of such election or nomination for
election, comprised the Incumbent Members shall be considered one of the
Incumbent Members in respect to such twelve-month period; or
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(c) the shareholders of the Company approve an agreement to merge or
consolidate with or into another corporation or an agreement to sell or
otherwise dispose of all or substantially all of the Company's assets (including
a plan of liquidation).
20. Clarification.
All references to Class A Common Stock in the Plan shall be deemed to
be references to the Common Stock, par value $.01 per share, of the Company.
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