EXHIBIT 10.66
VALUEVISION MEDIA, INC.
STOCK OPTION AGREEMENT
Name of Optionee: William J. Lansing
- ------------------------------------------------------------------------------
No. of Shares Covered: 1,400,000 Date of Grant: December 1, 2003
- --------------------------------------- --------------------------------------
Exercise Price Per Share: $15.46 Expiration Date: November 30, 2013
- --------------------------------------- --------------------------------------
Exercise Schedule (Cumulative):
(a) 300,000 shares on each of the first three anniversaries of the Date of
Grant listed above (the "EFFECTIVE DATE");
(b) 250,000 shares on the date the Company's Common Stock has had a daily
closing price as reported on NASDAQ for 20 consecutive trading days of
at least $24.00 per share or, if not already vested, with respect to
125,000 shares on the fifth anniversary of the date of grant and with
respect to the second 125,000 shares on the sixth anniversary of the
date of grant; and
(c) 250,000 shares on the date the Company's Common Stock has had a daily
closing price as reported on NASDAQ for 20 consecutive trading days of
at least $30.00 per share or, if not already vested, with respect to
125,000 shares on the fifth anniversary of the date of grant and with
respect to the second 125,000 shares on the sixth anniversary of the
date of grant.
This is a Stock Option Agreement (the "AGREEMENT") between ValueVision Media,
Inc., a Minnesota corporation (the "COMPANY"), and the optionee identified above
(the "OPTIONEE").
BACKGROUND
A. On the date hereof, Optionee has entered into an employment agreement
with the Company (as may be amended from time to time, the "EMPLOYMENT
AGREEMENT").
B. As an inducement to Optionee to enter into the Employment Agreement, the
Board of Directors of the Company (the "BOARD"), upon recommendation by the
Compensation Committee of the Board (the "COMMITTEE"), has determined to grant
Optionee a non-statutory stock option (the "OPTION") upon the terms and subject
to the conditions set forth in this Agreement.
C. The Company hereby grants the Option to the Optionee under the following
terms and conditions.
1
TERMS AND CONDITIONS
1. GRANT. The Optionee is granted on the date of grant specified above the
Option to purchase the number of shares of the Company's Common Stock
("SHARES") specified at the beginning of this Agreement.
2. EXERCISE PRICE. The price to the Optionee of each Share subject to the
Option will be the exercise price specified at the beginning of this
Agreement.
3. NON-STATUTORY STOCK OPTION. The Option is not intended to be an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "CODE").
4. EXERCISE SCHEDULE. The Option will vest and become exercisable as to the
number of Shares and on the dates specified in the exercise schedule at the
beginning of this Agreement. The exercise schedule will be cumulative;
thus, to the extent the Option has not already been exercised and has not
expired, terminated or been cancelled, the Optionee or the person otherwise
entitled to exercise the Option as provided herein may at any time, and
from time to time, purchase all or any portion of the Shares then
purchasable under the exercise schedule. The Option may also 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.
(a) The Option will expire at 5:00 p.m. Central Time on the earliest of:
(1) the expiration date specified at the beginning of this Agreement;
(2) the expiration of the period after the termination of employment
of the Optionee within which the Option can be exercised (as
specified in Section 7 of this Agreement);
(3) at the election of the Company, upon the date of termination of
the Optionee's employment for "CAUSE" (as defined in the
Employment Agreement) or if it is determined by the Company
within ten days after termination of the Optionee's employment
by the Optionee, such as Optionee's resignation, that Cause
existed for termination by the Company; or
(4) the date (if any) fixed for cancellation under Section 8.
(b) In no event may anyone exercise the Option, in whole or in part, after
it has expired, notwithstanding any other provision of this Agreement.
(c) If the Option is exercised, and prior to the delivery of the
certificate representing the Shares so purchased, the Board determines
that Cause for termination existed, then the Company may rescind the
Option exercise by the Optionee and the Option will terminate at the
election of the Company.
6. PROCEDURE TO EXERCISE OPTION.
(a) Notice of Exercise. The Option may be exercised by delivering written
notice of exercise to the Company at the principal executive office of
the Company, to the attention of the Company's Secretary, in the form
attached to this Agreement. The notice will state the number of Shares
to be purchased, and will be signed by the
2
person exercising the Option. If the person exercising the Option is
not the Optionee, that person also must submit appropriate proof of
the right to exercise the Option.
(b) Tender of Payment. Upon giving notice of any exercise hereunder, the
Optionee will provide for payment of the purchase price of the Shares
being purchased through one or a combination of the following methods:
(1) cash (including check, bank draft or money order);
(2) cancellation of indebtedness owed to the Optionee by the Company
or any parent or subsidiary thereof;
(3) to the extent permitted by law, through a broker-assisted
cashless exercise in which the Optionee simultaneously exercises
the Option and sells all or a portion of the Shares thereby
acquired pursuant to a brokerage or similar relationship and uses
the proceeds from such sale to pay the purchase price of such
Shares;
(4) by delivery to the Company of unencumbered Shares having an
aggregate Fair Market Value (as hereinafter defined) on the date
of exercise equal to the purchase price of such Shares; or
(5) by authorizing the Company to retain, from the total number of
Shares as to which the Option is exercised, that number of Shares
having a Fair Market Value on the date of exercise equal to the
purchase price for the total number of Shares as to which the
Option is exercised.
Notwithstanding the foregoing, the Optionee will not be permitted
to pay any portion of the purchase price with Shares, or by
authorizing the Company to retain Shares upon exercise of the
Option, if the Committee (or the Board), in its sole discretion,
determines that payment in such manner is undesirable
(c) Delivery of Certificates. As soon as practicable after the Company
receives the notice and purchase price provided for above, it will
deliver to the person exercising the Option, in the name of such
person, a certificate or certificates representing the Shares being
purchased. The Company will 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
will be fully paid and nonassessable. Notwithstanding anything to the
contrary in this Agreement, no certificate for Shares distributable
under the this Agreement will be issued and delivered unless the
issuance of such certificate complies with all applicable legal
requirements including, without limitation, compliance with the
provisions of applicable state securities laws, the Securities Act of
1933, as amended (the "SECURITIES ACT"), and the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT").
(d) For purposes of this Agreement, "FAIR MARKET VALUE" as of any date
means:
(1) the closing price of a Share on the date immediately preceding
that date or, if no sale of Shares will have occurred on that
date, on the next preceding day on which a sale of Shares
occurred
3
(A) on the principal United States Securities Exchange
registered under the Exchange Act on which the Shares are
listed, or
(B) if the Shares are not listed on any such exchange, on the
National Association of Securities Dealers, Inc. Automated
Quotation National Market System, or
(2) if clause (1) is inapplicable, the mean between the closing "BID"
and the closing "ASKED" quotation of a Share on the date
immediately preceding that date, or, if no closing bid or asked
quotation is made on that date, on the next preceding day on
which a closing bid and asked quotation is made, on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or
(3) if clauses (1) and (2) are inapplicable, what the Committee (or
the Board) determines in good faith to be 100% of the fair market
value of a Share on that date, using such criteria as it shall
determine, in its sole discretion, to be appropriate for
valuation.
(4) If the applicable securities exchange or system has closed for
the day at the time the event occurs that triggers a
determination of Fair Market Value, all references in this
paragraph to the "date immediately preceding that date" will be
deemed to be references to "that date."
7. EMPLOYMENT REQUIREMENT. The Option may be exercised only while the Optionee
remains employed with the Company or a parent or subsidiary thereof, and
only if the Optionee has been continuously so employed since the date the
Option was granted; provided, that:
(a) The Option may be exercised for two years after termination of the
Optionee's employment if such cessation of employment is for a reason
other than death or Disability (as defined in the Employment
Agreement), but only to the extent that it was exercisable immediately
prior to termination of employment or became vested upon termination
of employment pursuant to the accelerated vesting provisions of
Sections 8(b), 8(c) or 8(d) hereof; provided, that if termination of
the Optionee's employment will have been for Cause, the Option will
expire, and all rights to purchase Shares hereunder will terminate,
immediately upon such termination of employment.
(b) The Option may be exercised for two years after termination of the
Optionee's employment if such termination of employment is because of
death or Disability (as defined in the Employment Agreement) of the
Optionee.
(c) If the Optionee's employment terminates after a declaration made under
Section 8 in connection with an Event, the Option may be exercised at
any time permitted by such declaration.
(d) Notwithstanding the above, the Option may not be exercised after it
has expired.
4
8. ACCELERATION OF VESTING.
(a) Death or Disability. In the event of the death or Disability of the
Optionee, any portion of the Option that was not previously
exercisable will become immediately exercisable in full if the
Optionee will have been continuously employed by the Company or a
parent or subsidiary thereof between the date the Option was granted
and the date of such death or Disability.
(b) Event. The Option may, at the discretion of the Optionee, be exercised
in full (notwithstanding the exercise schedule) if an Event (as
hereinafter defined) has occurred. For purposes of this Agreement,
"EVENT" means any of the following:
(1) The acquisition by any individual, entity or group (within the
meaning of Exchange Act Sections 13(d)(3) or 14(d)(2)) of
beneficial ownership (within the meaning of Exchange Act Rule
13d-3) of 30% or more of either (i) the then-outstanding shares
of common stock of the Company (the "OUTSTANDING COMPANY COMMON
STOCK") or (ii) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in
the election of the Board (the "OUTSTANDING COMPANY VOTING
SECURITIES"); provided, however, that the following acquisitions
will not constitute an Event:
(A) any acquisition of common stock or voting securities of the
Company directly from the Company or by the Company or any
of its wholly owned subsidiaries, unless Executive votes
against such action in his capacity as a member of the Board
and terminates his employment with the Company in connection
with consummation of any such acquisition (including, but
not limited to a termination pursuant to Section 10(f)(vi)
of the Employment Agreement),
(B) any acquisition of common stock or voting securities of the
Company by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any of its
subsidiaries, or
(C) any acquisition by any corporation with respect to which,
immediately following such acquisition, more than 70% of,
respectively, the then-outstanding shares of common stock of
such corporation and the combined voting power of the
then-outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately before such acquisition in
substantially the same proportions as was their ownership,
immediately before such acquisition, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities, as the case may be;
5
(2) Individuals who, as of the Effective Date, constitute the Board,
and the Optionee (collectively, the "INCUMBENT BOARD"), cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a member of the
Board after the Effective Date whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board will be considered a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest;
(3) Approval by the shareholders of the Company of a reorganization,
merger, consolidation or statutory exchange of Outstanding
Company Voting Securities, unless immediately following such
reorganization, merger, consolidation or exchange, all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately before such reorganization, merger, consolidation or
exchange beneficially own, directly or indirectly, more than 70%
of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from
such reorganization, merger, consolidation or exchange in
substantially the same proportions as was their ownership,
immediately before such reorganization, merger, consolidation or
exchange, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; or
(4) Approval by the shareholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of
the Company, other than to a corporation with respect to which,
immediately following such sale or other disposition, more than
70% of, respectively, the then-outstanding shares of common stock
of such corporation and the combined voting power of the
then-outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately before such sale or other disposition in
substantially the same proportion as was their ownership,
immediately before such sale or other disposition, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be.
(5) Notwithstanding the above, an Event will not be deemed to occur
if the acquisition of the 30% or greater interest referred to
above is by a group, acting in concert, that includes the
Optionee or if at least 30% of the then-outstanding common stock
or combined voting power of the
6
then-outstanding voting securities (or voting equity interests)
of the surviving corporation or of any corporation (or other
entity) acquiring all or substantially all of the assets of the
Company will be beneficially owned, directly or indirectly,
immediately after a reorganization, merger, consolidation,
statutory share exchange or disposition of assets referred to in
subparagraphs (3) or (4) by a group, acting in concert, that
includes the Optionee.
(c) Fundamental Change.
(1) At least 30 days prior to a Fundamental Change (as hereinafter
defined), the Committee (or the Board) may, but will not be
obligated, to declare, and provide written notice to the Optionee
of the declaration, that the Option will 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 payment to the Optionee, within ten days after
the Fundamental Change, of cash equal to the amount, for each
Share covered by the canceled Option, by which the event proceeds
per share (as defined below) exceeds the exercise price per Share
covered by the Option. The Option may be exercised in full
(notwithstanding the exercise schedule) at any time after such
declaration and prior to the time of cancellation of the Option.
The Option, to the extent it has not been exercised prior to the
Fundamental Change, will be canceled at the time of, or
immediately prior to, the Fundamental Change, as provided in the
declaration, and this Agreement will terminate at the time of
such cancellation, subject to the payment obligations of the
Company provided in this paragraph.
(2) 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 (or the
Board), in lieu of the declaration above, may make appropriate
provision for the protection of this Option by the substitution,
in lieu of the Option, of an option to purchase appropriate
voting common stock or 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.
(3) For purposes of this Agreement, "FUNDAMENTAL CHANGE" means the
dissolution or liquidation of the Company, a sale of
substantially all of the assets of the Company, a merger or
consolidation of the Company with or into any other corporation,
regardless of whether the Company is the surviving corporation,
or a statutory share exchange involving capital stock of the
Company. For purposes of the preceding paragraphs, the "EVENT
PROCEEDS PER SHARE" is the cash plus the value (as determined by
the Committee or the Board) of the non-cash consideration to be
received per Share by the shareholders of the Company upon the
occurrence of the Fundamental Change.
7
(d) Termination Without Cause. In the event the Optionee's
employment with the Company is terminated (i) by the Company
for any reason other than for Cause or (ii) by the Optionee as
a result of his resignation for "GOOD REASON" (as defined in
the Employment Agreement), any portion of the Option that was
not previously exercisable will become immediately exercisable
in full.
(e) Discretionary Acceleration. Notwithstanding any other
provisions of this Agreement to the contrary, the Committee
(or the Board) may, in its sole discretion, declare at any
time that the Option will be immediately exercisable.
9. LIMITATION ON TRANSFER. During the lifetime of the Optionee, only the
Optionee or the Optionee's guardian or legal representative may
exercise the Option. The Option may not be assigned or transferred by
the Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder; provided, however, that the
Optionee may transfer the Option to a member or members of the
Optionee's immediate family (i.e., the Optionee's children,
grandchildren and spouse) or to one or more trusts for the benefit of
such family members or partnerships in which such family members are
the only partners, if the Optionee does not receive any consideration
for the transfer. The Option held by any such transferee will continue
to be subject to the same terms and conditions that were applicable to
the Option immediately prior to its transfer and may be exercised by
such transferee as and to the extent that the Option has become
exercisable and has not terminated in accordance with the provisions of
this Agreement. This Agreement is transferable upon the Optionee's
death to the estate or to the person who acquires the right to succeed
to this Agreement by bequest or inheritance.
10. NO STOCKHOLDER RIGHTS BEFORE EXERCISE. No person will have any of the
rights of a stockholder of the Company with respect to any Share
subject to the Option until the Share actually is issued to such person
upon exercise of the Option.
11. DISCRETIONARY ADJUSTMENT. In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock
dividend, stock split, combination of shares, rights offering, or
extraordinary dividend or divestiture (including a spin-off), or any
other change in the corporate structure or Shares of the Company, the
Committee or the Board (or if the Company does not survive any such
transaction, a comparable committee of the Board of Directors or the
Board of Directors of the surviving corporation) shall, in its sole
discretion without the consent of the Optionee, make such adjustment
(or substitution) as it determines in its discretion to be appropriate
as to the number and kind of securities issuable upon exercise of the
Option and the exercise price hereof, in order to prevent dilution or
enlargement of rights of the Optionee; provided that such adjustment is
not less favorable to Optionee than adjustments made for other holders
of stock options of the Company.
12. TAX WITHHOLDING.
(a) General Rule. If the Company or any of its affiliates are
required to withhold federal, state or local income taxes, or
social security or other taxes, upon the exercise of the
Option, the person exercising the Option will, upon exercise
and demand by the Company or such affiliate, promptly pay in
cash such amount as is
8
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 (or the Board) may (but will not be
required to) allow the person exercising the 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 the
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.
(b) Committee (or Board) Approval; Revocation. The Committee or
the Board 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 or the Board at any
time. Once the person exercising the Option makes such an
election, he or she may not revoke it.
(c) Exception. Notwithstanding the foregoing, if the Optionee
tenders previously owned Shares to the Company in payment of
the purchase price of Shares in connection with an option
exercise the Optionee may also tender previously owned Shares
to the Company in satisfaction of any tax withholding
obligations in connection with such option exercise. If the
Company or an affiliate of the Company is required to withhold
federal, state or local income taxes, or social security or
other taxes, upon the exercise of the Option, the person
exercising the Option will, upon exercise and demand by the
Company or such affiliate, promptly pay in cash such amount as
is necessary to satisfy such requirement.
13. FORFEITURES.
(a) Termination Right. The Company, by action of the Committee or
the Board, will have the right and option (the "TERMINATION
RIGHT") to terminate the Option prior to exercise, if the
Committee (or the Board) determines that the Optionee (i) has
breached any of the provisions contained in Section 7
(Noncompetition Covenant) of the Employment Agreement (or any
successor provision), (ii) has made an unauthorized disclosure
of material non-public or confidential information of the
Company or any of its affiliates during the term of the
Employment Agreement or the period of 24 months after the date
of this Agreement, (iii) has committed a material violation of
any applicable written policies of the Company or any of its
affiliates during the term of the Employment Agreement, or
(iv) has engaged in conduct reflecting dishonesty or
disloyalty to the Company or any of its affiliates during the
term of the Employment Agreement.
(b) Procedure. The decision to exercise the Company's Termination
Right will be based solely on the judgment of the Committee
(or the Board), in its sole and complete discretion, given the
facts and circumstances of each particular case. Such
Termination Right may be exercised by the Committee (or the
Board) within 90 days after the Committee's discovery of an
occurrence that entitles it to exercise its Termination Right
(but in no event later than 15 months after the
9
Optionee's termination of employment with the Company or its
affiliates). Such Termination Right will be deemed to be
exercised upon the Company's mailing written notice of such
exercise postage prepaid, addressed to the Optionee at the
Optionee's most recent home address as shown on the personnel
records of the Company. The Termination Right of the Company
may not be exercised on or after the occurrence of any Event.
14. INTERPRETATION OF THIS AGREEMENT. All decisions and interpretations
made by the Committee (or the Board) with regard to any question
arising hereunder will be binding and conclusive upon the Company and
the Optionee, subject to Section 15 below.
15. LIMITS OF LIABILITY. Any liability of the Company to the Optionee with
respect to the Option will be based solely upon contractual obligations
created by this Agreement. Except as may be required by law, neither
the Company nor any member of the Board or the Committee, nor any other
person participating in any determination of any question under the
Agreement or in the interpretation, administration or application of
this Agreement, will have any liability to any party for any action
taken, or not taken, in good faith under this Agreement. Solely for
purposes of Sections 5(a)(3), 5(c), 7(a), 8(d), and 13, in the event of
any dispute between the Company and the Optionee as to whether Cause
existed, whether Good Reason existed, or whether the Company's exercise
of its Termination Right was correct, the applicable tribunal in any
arbitration or litigation shall not give any deference to the
determination by the Company, Committee or Board of the basis for such
decision, nor to the Optionee with respect to a determination of Good
Reason, but such tribunal will itself determine de novo whether Cause
existed, whether Good Reason existed, or whether the Company's exercise
of its Termination Right was correct, as applicable.
16. OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits
received by the Optionee pursuant to this Agreement will not be deemed
a part of the Optionee's regular, recurring compensation for purposes
of the termination, indemnity or severance pay laws of any country and
will not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan, contract or similar
arrangement provided by the Company or an affiliate of the Company
unless expressly so provided by such other plan, contract or
arrangement.
17. DISCONTINUANCE OF EMPLOYMENT. This Agreement will not give the Optionee
a right to continued employment with the Company or any parent or
subsidiary of the Company, and the Company or any such parent or
subsidiary employing the Optionee may terminate the Optionee's
employment in accordance with the provisions of the Employment
Agreement, if en effect, or otherwise at any time and otherwise deal
with the Optionee without regard to the effect it may have upon the
Optionee under this Agreement.
18. OBLIGATION TO RESERVE SUFFICIENT SHARES. The Company will at all times
during the term of the Option reserve and keep available a sufficient
number of Shares to satisfy this Agreement.
19. RESALE OF THE SHARES.
(a) Restricted Securities. The Optionee hereby represents and
warrants to the Company that, unless a registration statement
is effective and current at the time
10
of exercise of this option, the Shares to be issued upon the
exercise of the Option will be acquired by the Optionee for
the Optionee's own account, for investment only and not with a
view to the resale or distribution thereof. In any event, the
Optionee will notify the Company of any proposed resale of the
Shares issued to the Optionee upon exercise of the Option. Any
resale or distribution of such Shares by the Optionee may be
made only pursuant to a registration statement under the
Securities Act that is effective and current with respect to
the Shares being sold, or a specific exemption from the
registration requirements of the Securities Act, but in
claiming such exemption, the Optionee will prior to any offer
of sale or sale of such Shares provide the Company with a
favorable written opinion of counsel satisfactory to the
Company, in form and substance satisfactory to the Company, as
to the applicability of such exemption to the proposed sale or
distribution. Such representations and warranties will also be
deemed to be made by the Optionee upon each exercise of the
Option. Nothing herein will be construed as requiring the
Company to register shares subject to this option under the
Securities Act.
(b) Legends. The Company may affix appropriate legends upon the
certificates for shares and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares
as it determines, in its discretion, to be necessary or
appropriate to (1) prevent a violation of, or to perfect an
exemption from, the registration requirements of the
Securities Act, or (2) implement the provisions of any
agreement between the Company and the Optionee with respect to
such Shares.
(c) Registration. Within one year of the Effective Date, the
Company will make all commercially reasonable efforts to
register the Shares that are subject to the Option by filing a
Form S-8 with respect to such Shares with the Securities and
Exchange Commission.
20. MARKET STAND-OFF. The Optionee agrees that the underwriter for a public
offering of the Company's securities, or the Company, will each have
the right, in its sole discretion, to prohibit the sale, without prior
written consent, of all or any portion of the Shares for a period not
to exceed 180 days from the closing of a public offering of the
Company's securities. The provisions of this Section will apply to any
public offering of the Company's securities, regardless of whether any
shares of the Optionee are included in or registered concurrently with
such offering.
21. BINDING EFFECT. This Agreement will be binding in all respects on the
heirs, representatives, successors and assigns of the Optionee. This
Agreement and the Employment Agreement constitutes the entire
understanding between the parties with respect to the subject matter
hereof and thereof and supersedes any prior agreements with respect
hereto or thereto.
22. CHOICE OF LAW. This Agreement is entered into under the laws of the
State of Minnesota and will be construed and interpreted thereunder
(without regard to its conflict of law principles).
23. SEVERABILITY. The invalidity, unenforceability or illegality of any
provision herein will not affect the validity, enforceability or
legality of any other provision.
11
24. CONSTRUCTION. The Option will not be construed or interpreted with any
presumption against the Company by reason of the Company drafting this
Agreement.
The Optionee and the Company have executed this Agreement as of the
Effective Date.
VALUEVISION MEDIA, INC.
By: /s/ Nathan E. Fagre
------------------------------------
Name: Nathan E. Fagre
Its: Senior Vice President, General
Counsel and Secretary
OPTIONEE
/s/ William Lansing
----------------------------------------
William Lansing
NEITHER THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES THAT
ARE ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
12
__________________, 20__
VALUEVISION MEDIA, 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
pursuant to the agreement (the "OPTION AGREEMENT") referenced below with respect
to the number of shares of Common Stock of ValueVision Media, 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 a check, bank draft or money order
in the amount of the Total Exercise Price.
[ ] I elect to pay the Total Exercise Price through cancellation of
indebtedness owed to me by the Company or by a parent or subsidiary of
the Company as provided in the Option Agreement.
[ ] 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.
[ ] Enclosed with this letter is a certificate evidencing
unencumbered Shares (duly endorsed in blank) having an aggregate Fair
Market Value (as defined in the Option Agreement) equal to or in excess
of the Total Exercise Price.
[ ] I elect to pay the Total Exercise Price through a reduction in
the number of Shares delivered to me upon this exercise of the Option
as provided in the Option Agreement.
13
If I am enclosing Shares with this letter, I hereby represent and
warrant that I am the owner of such Shares free and clear of all liens, security
interests and other restrictions or encumbrances. I agree that I will pay any
required withholding taxes in connection with this exercise as provided in the
Option Agreement.
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:
--------------------------------
--------------------------------
--------------------------------
--------------------------------
PRINCIPAL MAILING ADDRESS FOR
HOLDER OF THE CERTIFICATE
(IF DIFFERENT FROM ABOVE):
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Very truly yours,
----------------------------------------
Signature
----------------------------------------
Name, please print
----------------------------------------
Social Security Number
14
__________________, 20__
VALUEVISION MEDIA, 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 of ValueVision Media, Inc. (the
"COMPANY") and has given us irrevocable instructions to promptly deliver to the
Company the amount of sale or loan proceeds from the 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
-------------------------------------
15