Exhibit 10.8
VALUEVISION INTERNATIONAL, INC.
2001 OMNIBUS STOCK PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
Full Name of Optionee:
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No. of Shares Covered: Date of Grant:
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Exercise Price Per Share: Expiration Date:
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Exercise Schedule:
No. of Shares As to
Initial Vesting Which Option Becomes Expiration
Date Exercisable as of Such Date Date
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This is a NON-QUALIFIED INCENTIVE STOCK OPTION AGREEMENT ("Agreement")
between ValueVision International, Inc., a Minnesota corporation (the
"Company"), and the optionee identified above (the "Optionee") effective as of
the date of grant specified above.
RECITALS
A. The Company maintains the ValueVision International, Inc. 2001
Omnibus Stock Plan (the "Plan").
B. The Company has appointed a committee (the "Committee") with the
authority to determine the awards to be granted under the Plan.
C. The Plan provides for automatic option awards in the form of a Stock
Option (the "Option") to the Company's Outside Directors following each Annual
Meeting of the Company's Shareholders.
This Option is issued to the Optionee under the terms and conditions set
by the Committee as follows.
TERMS AND CONDITIONS*
1. GRANT. The Optionee is granted this Option to purchase the number of
Shares specified at the beginning of this Agreement on the terms and
conditions set forth herein.
2. EXERCISE PRICE. The price to the Optionee of each Share subject to this
Option shall be the Exercise Price specified on the first page of this
Agreement (which price shall not be less than the Fair Market Value as of
the date of grant).
3. NON-QUALIFIED STOCK OPTION. This Option is intended to be a non-qualified
stock option and not an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
or any successor provision.
4. EXERCISE SCHEDULE. Except as provided in Section 8, this Option may be
exercised in accordance with the Exercise Schedule set forth on the first
page of this Agreement. The Exercise Schedule is cumulative - that is, if
this Option has not expired prior thereto, the Optionee may at any time
purchase all or any portion of the Shares then available under the
Exercise Schedule to the extent not previously purchased.
This Option may be exercised in full (notwithstanding the Exercise
Schedule) under the circumstances described in Section 8 of this
Agreement if it has not expired prior thereto.
5. EXPIRATION. The right to exercise this Option with respect to the shares
covered hereunder shall expire at 4:00 p.m. Central Time on the earliest
of:
(a) The expiration date specified at the beginning of this Agreement
for the applicable portion of the covered shares;
(b) The last day of the period as of or following the termination of
Optionee's relationship with the Company during which this Option
can be exercised (as specified in Section 7 hereof); or
(c) The date (if any) fixed for cancellation pursuant to Section 8 of
this Agreement.
In no event may anyone exercise this Option, in whole or in part, after
it has expired, notwithstanding any other provision of this Agreement.
6. PROCEDURE TO EXERCISE OPTION.
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* Unless the context indicates otherwise, capitalized terms that are not
defined in this Agreement shall have the meaning set forth in the Plan as
it currently exists or as it is amended in the future.
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Notice of Exercise. Subject to the terms and conditions of this
Agreement, this Option may be exercised by delivering advance written
notice of exercise to the Company at its headquarters in the form
attached to this Agreement or a similar form containing substantially the
same information and addressed or delivered to the Corporate Secretary.
The notice shall state the number of Shares to be purchased, and shall be
signed by the person exercising this Option. If the person exercising
this Option is not the Optionee, he/she also must submit appropriate
proof of his/her right to exercise this Option.
Tender of Payment. Any notice of exercise hereunder shall be accompanied
by payment (by cash, check, bank draft or money order, payable to the
Company) of the full purchase price of the Shares being purchased; to the
extent permitted by law, an Optionee may also simultaneously exercise an
Option and sell the Shares thereby acquired pursuant to a brokerage or
similar relationship so long as the cash proceeds from the sale are used
promptly as payment of the purchase price of those Shares and the Company
has received adequate assurances thereof.
Delivery of Certificates. As soon as practicable after the Company
receives a properly executed notice and the purchase price provided for
above, it shall deliver to the person exercising the Option, in the name
of such person, a certificate or certificates representing the Shares
being purchased. The Company shall pay any original issue or transfer
taxes with respect to the issue or transfer of the Shares and all fees
and expenses incurred by it in connection therewith. All Shares so issued
shall be fully paid and nonassessable. Notwithstanding anything to the
contrary in this Agreement, the Company shall not be required to issue or
deliver any Shares prior to the completion of such registration or other
qualification of such Shares under any State law, rule or regulation as
the Company shall determine to be necessary or desirable.
7. TERMINATION OF CONSULTING RELATIONSHIP.
(a) Termination. In the event of termination of the Optionee's
consulting relationship (as an Outside Director or otherwise) with
the Company, the Optionee may, but only within ninety (90) days
after the date of such termination (but in no event later than the
expiration date of the term of this Option), exercise this Option.
If Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.
(b) Disability of Optionee. Notwithstanding the provisions of Section
7(a) above, in the event of termination of the Optionee's
consulting relationship as a result of his total and permanent
disability (as defined in Section 22(e)(3) of the Code), Optionee
may, but only within 12 months from the date of such termination
(but in no event later than the expiration date of the term of
this Option), exercise the Option. If Optionee does not exercise
this Option within the time specified herein, the Option shall
terminate.
(c) Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised, at any time within twelve 12 months
following the date of death (but in no
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event later than the expiration date of the term of this Option),
by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance. If Optionee does
not exercise such Option within the time specified herein, the
Option shall terminate.
8. FUNDAMENTAL CHANGE OR EVENT.
Event. This option may, at the discretion of the Optionee, be exercised
in full (notwithstanding the Exercise Schedule) if an Event shall have
occurred.
Fundamental Change. At least 30 days prior to a Fundamental Change, the
Committee may, but shall not be obligated to declare, and provide written
notice to the Optionee of the declaration, that this Option shall be
canceled at the time of, or immediately prior to the occurrence of, the
Fundamental Change (unless it is exercised prior to the Fundamental
Change) in exchange for the consideration described in Section 17(b) of
the Plan. This Option may be exercised in full (notwithstanding the
Exercise Schedule) at any time at the discretion of the Optionee after
such declaration and prior to the time of cancellation of this Option.
This Option, to the extent it has not been exercised prior to the
Fundamental Change, shall be canceled at the time of, or immediately
prior to, the Fundamental Change, as provided in the declaration, and
this Agreement shall terminate at the time of such cancellation, subject
to the payment obligations of the Company provided in this paragraph.
In the case of a Fundamental Change that consists of the merger or
consolidation of the Company with or into any other corporation or
statutory share exchange, the Committee, in lieu of the foregoing, may
make appropriate provision for the protection of this Option (fully
vested and exercisable in full) by the substitution, in lieu of this
Option, of an option to purchase appropriate voting common stock of the
corporation surviving any such merger or consolidation or, if
appropriate, the parent corporation of the Company or such surviving
corporation.
9. LIMITATION ON TRANSFER. Except as provided in this Section 9, while the
Optionee is alive, only the Optionee or the Optionee's guardian or legal
representative may exercise this Option. Notwithstanding the preceding
sentence, this Option may be transferred to a Transferee or to a
Successor (in the event of Optionee's death). Any attempt to assign,
transfer, pledge, hypothecate or otherwise dispose of this Option
contrary to the provisions hereof, and the levy of any attachment or
similar process upon this Option, shall be null and void (except pursuant
to a qualified domestic relations order, as defined in the Code or under
Title 1 of ERISA).
10. NO SHAREHOLDER RIGHTS BEFORE EXERCISE. No person shall have any of the
rights of a shareholder of the Company with respect to any Share subject
to this Option until the Share actually is issued to the Optionee upon
exercise of this Option.
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11. DISCRETIONARY ADJUSTMENT. The Committee shall make appropriate
adjustments in the number of Shares subject to this Option and in the
purchase price per Share to give effect to any adjustments made in the
number and type of outstanding Shares through a Fundamental Change,
recapitalization, reclassification, stock combination, stock dividend,
stock split or other relevant change; provided that, fractional Shares
shall be rounded to the nearest whole Share.
12. TAX WITHHOLDING.
General Rule. If the Company or an Affiliate is required to withhold
federal, state or local income taxes, or social security or other taxes,
upon the exercise of this Option, the person exercising this Option
shall, upon exercise and demand by the Company or Affiliate, promptly pay
in cash such amount as is necessary to satisfy such requirement prior to
receipt of such Shares; provided that, in lieu of all or any part of such
cash payment, the Committee may (but shall not be required to) allow the
person exercising this Option to cover all or any part of the required
withholdings, and to cover any additional withholdings up to the amount
needed to cover the full federal, state and local income tax obligation
of such person with respect to income arising from the exercise of this
Option, through a reduction of the number of Shares delivered or through
a subsequent return to the Company of Shares delivered, in each case
valued in the same manner as used in computing the withholding taxes
under applicable laws.
Committee Approval; Revocation. The Committee may approve an election
under this section to reduce the number of Shares delivered in advance,
but the approval is subject to revocation by the Committee at any time.
Once the person exercising this Option makes such an election, he or she
may not revoke it.
Exception. Notwithstanding the foregoing, the Optionee who tenders
previously owned Shares to the Company in payment of the purchase price
of Shares in connection with an option exercise may also tender
previously owned Shares to the Company in satisfaction of any tax
withholding obligations in connection with such option exercise without
regard to the specified time periods set forth above for insiders. If the
Company or an Affiliate is required to withhold federal, state or local
income taxes, or social security or other taxes, upon the exercise of
this Option, the person exercising this Option shall, upon exercise and
demand by the Company or Affiliate, promptly pay in cash such amount as
is necessary to satisfy such requirement.
13. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations made
by the Committee with regard to any question arising hereunder or under
the Plan shall be binding and conclusive upon the Company and the
Optionee. If there is any inconsistency between the provisions of this
Agreement and the Plan, the provisions of the Plan shall govern.
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14. DISCONTINUANCE OF RELATIONSHIP. This Agreement shall not give the
Optionee a right to continued employment as a consultant with the Company
or any Affiliate, and the Company or Affiliate employing the Optionee may
terminate his or her employment as a consultant and otherwise deal with
the Optionee without regard to the effect it may have upon him under this
Agreement.
15. OBLIGATION TO RESERVE SUFFICIENT SHARES. The Company shall at all times
during the term of this Option reserve and keep available a sufficient
number of Shares to satisfy this Agreement.
16. BINDING EFFECT. This Agreement shall be binding in all respects on the
heirs, representatives, successors and assigns of the Optionee.
17. CHOICE OF LAW. This Agreement is entered into under the laws of the State
of Minnesota and shall be construed and interpreted thereunder (without
regard to its conflict of law principles).
IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement effective as of the ____ day of _______________, 200_.
VALUEVISION INTERNATIONAL, INC. OPTIONEE
By: _______________________________ __________________________________
Name: _______________________________ Name:_____________________________
Its: _______________________________
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__________________, 20___
VALUEVISION INTERNATIONAL, INC.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344
Attention: Secretary
Ladies and Gentlemen:
I hereby exercise the following option (the "Option") granted to me
under the ValueVision International, Inc. 2001 Omnibus Stock Plan (the "Plan")
with respect to the number of shares of Common Stock ("Shares") of ValueVision
International, Inc. (the "Company"), indicated below:
NAME:
________________________
DATE OF GRANT OF OPTION:
________________________
EXERCISE PRICE PER SHARE:
________________________
NUMBER OF SHARES WITH RESPECT TO
WHICH THE OPTION IS HEREBY EXERCISED:
________________________
TOTAL EXERCISE PRICE:
________________________
[ ] Enclosed with this letter is cash, a check, bank draft or
money order payable to the Company in the amount of the Total
Exercise Price.
[ ] I hereby agree to pay the Total Exercise Price within five
business days of the date hereof and, as stated in the
attached Broker's Letter, I have delivered irrevocable
instructions to _________________________________________ to
promptly deliver to the Company the amount of sale or loan
proceeds from the Shares to be issued pursuant to this
exercise necessary to satisfy my obligation hereunder to pay
the Total Exercise Price.
I agree that I will pay any required withholding taxes in connection
with this exercise as provided in the Plan.
Please issue a certificate (the "Certificate") for the number of Shares
with respect to which the Option is being exercised in the name of the person
indicated below and deliver the Certificate to the address indicated below:
NAME IN WHICH TO ISSUE CERTIFICATE: ______________________________________
ADDRESS TO WHICH CERTIFICATE SHOULD
BE DELIVERED:
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PRINCIPAL MAILING ADDRESS FOR
HOLDER OF THE CERTIFICATE (IF DIFFERENT
FROM ABOVE):
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Very truly yours,
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Signature
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Name, please print
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Social Security Number
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__________________, 20___
VALUEVISION INTERNATIONAL, INC.
6740 Shady Oak Road
Eden Prairie, Minnesota 55344
Attention: Secretary
Ladies and Gentlemen:
NAME OF OPTIONEE: _____________________
DATE OF GRANT OF OPTION: _____________________
EXERCISE PRICE PER SHARE: _____________________
NUMBER OF SHARES WITH RESPECT TO
WHICH THE OPTION IS TO BE EXERCISED: _____________________
TOTAL EXERCISE PRICE: _____________________
The above Optionee has requested that we finance the exercise of the
above Option to purchase shares of common stock, par value $.01 per share, of
ValueVision International, Inc. (the "Company") and has given us irrevocable
instructions to promptly deliver to the Company the amount of sale or loan
proceeds from such shares to be issued pursuant to such exercise to satisfy the
Optionee's obligation to pay the Total Exercise Price.
Very truly yours,
___________________________________
Broker Name
By
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