EXHIBIT 99.2
VALUEVISION MEDIA, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Full Name of Optionee:
Date of Grant:
No. of Shares Covered:
Exercise Price Per Share: $ Expiration Date:
Exercise Schedule:
No. of Shares As to
Initial Vesting Which Option Becomes Expiration
Date Exercisable as of Such Date Date
---- --------------------------- ----
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. As an inducement to Optionee to enter into employment with the
Company, the Company 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.
B. The Company hereby grants the Option to the Optionee under the
following terms and conditions.
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 Salary Continuation Agreement (the
"Employment Agreement") in effect between the
Optionee and the Company as of the date of this
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 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 Compensation Committee (the
"Committee") of the Board of Directors (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
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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
(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 ninety (90) days 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 one year after termination of
the Optionee's employment if such termination of employment is
because of death or Disability (as defined as provided above)
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.
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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,
(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;
(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
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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 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 of Directors),
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
Page 7
"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.
(d) Termination Without Cause. Where the Employment Agreement (or
a continuation or successor employment agreement) is in force
and effect at the time of the termination of employment, if
such 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 or her resignation for "GOOD
REASON" (as defined in such 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 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.
Page 8
(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 the
non-competition 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 employment
or the period of ninety (90) after the termination of
employment, (iii) has committed a material violation of any
applicable written policies of the Company or any of its
affiliates during the term of employment with the Company, or
(iv) has engaged in conduct reflecting dishonesty or
disloyalty to the Company or any of its affiliates during the
term of employment with the Company.
(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 ninety (90) days after the
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
Page 9
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 applicable
Employment Agreement, if in 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 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.
Page 10
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: _______________________________________________
Name: _____________________________________________
Its: ______________________________________________
OPTIONEE
___________________________________________________
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.
Page 11
__________________, 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.
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.
Attachment A-1
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
Attachment A-2
__________________, 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 _________________________________
Attachment B-1