EXHIBIT 99(C)
OPTION AGREEMENT
VALUEVISION INTERNATIONAL, INC.
TO
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OPTION AGREEMENT made as of the __st day of __________, ____, between
ValueVision International, Inc., a Minnesota corporation ("ValueVision"), and
______________________, a director of ValueVision ("Director").
WHEREAS, ValueVision desires, by affording Director an opportunity to
purchase its shares of Common Stock, $0.01 par value ("Shares"), as hereinafter
provided, to recognize the efforts of Director in serving on the Board of
Directors of ValueVision.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. ValueVision hereby irrevocably grants to Director the
right and option, hereinafter called the Option, to purchase all or any part of
an aggregate of ________________ (_____) Shares (such number being subject to
adjustment as provided in paragraph 7 hereof) on the terms and conditions herein
set forth.
2. Purchase Price. The purchase price of the Shares covered by the Option
shall be ______.
3. Exercise of Option. The right to exercise the Option in whole or in
part, shall be effective immediately. The rights to purchase Shares granted in
the preceding sentence shall expire five (5) years from the anniversary date
hereof. The purchase price of Shares acquired through exercise of any part of
the Option shall be paid in full in cash at the time of exercise. Director, as
holder of the Option, shall not have any of the rights of a Shareholder with
respect to the Shares covered by the Option except to the extent that one or
more certificates for such Shares shall be delivered to it upon the due exercise
of all or any part of the Option.
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4. Non-Transferability. The Option shall not be transferable otherwise than
by will or the laws of decent and distribution, and the Option may be exercised,
during the lifetime of Director, only by Director. More particularly (but
without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged, or hypothecated in
any way, shall not be assignable by operation of law, and shall not be subject
to execution, attachment, or similar process. Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment, or similar
process upon the Option shall be null and void and without effect.
5. Exercise Upon Death. If Director dies while the Option remains in
effect, with or without cause, the Option may be exercised (to the extent that
Director shall have been entitled to so on the day of his death) by the legatee
or legatees of Director under his will, or by his personal representatives or
distributees, at anytime within ninety (90) days after his death. Upon the
expiration of such ninety (90) day period, or, if earlier, upon the expiration
date of the Option as set forth in Paragraph 3 hereof, the Option shall become
null and void.
6. Changes in Capital Structure. If all or any portion of the Option shall
be exercised subsequent to any Share dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of Shares, separation,
reorganization, or liquidation occurring after the date hereof, as a result of
which Shares of any class shall be issued in respect of outstanding Shares, or
Shares shall be changed into the same or a different number of Shares of the
same or another class or classes, the person or persons so exercising the Option
shall receive, for the aggregate price paid upon such exercise, the aggregate
number and class of Shares which, if Shares (as authorized at the date hereof)
had been purchased at the date hereof for the same aggregate price (on the basis
of the price per Share set forth in paragraph 2 hereof) and had not been
disposed of, such person or persons would be holding, at the time of such
exercise, as a result of such purchase and all such Share dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations, or liquidations; provided, however, that no
fractional Shares shall be issued upon any such exercise, and the aggregate
price paid shall be appropriately reduced on account of any fractional Share not
issued.
7. Method of Exercising Option. Subject to the terms and conditions of this
Agreement, the Option may only be exercised by written notice to ValueVision.
Such notice shall state the election to exercise the Option and the number of
Shares in respect of which it is being exercised, and shall be signed by the
person or person so exercising the Option. Such notice shall either: (a) be
accompanied by payment of the full purchase price of such Shares, in which event
ValueVision shall deliver a certificate or certificates representing such Shares
as soon as practicable after the notice shall be received; or (b) fix a date
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(not less than five (5) nor more than ten (10) business days from the date such
notice shall be received by ValueVision) for the payment of the full purchase
price of such Shares against delivery of a certificate or certificates
representing such Shares. Payment of such purchase price shall, in either case,
be made by certified or cashier's check payable to the order of ValueVision. All
Shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
8. Investment Certificate and Registration. Prior to the receipt of the
certificates pursuant to the exercise of the Option granted hereunder, Director
shall agree to hold the Shares acquired by exercise of the Option for investment
and not with a view to resale or distribution thereof to the public, and shall
deliver to ValueVision a certificate to that effect. Nothing in this Agreement
shall require ValueVision to register the Option or the Shares purchased upon
the exercise of said Option.
9. General. ValueVision shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Option Agreement. This Option shall be
construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, ValueVision and Director have executed this Agreement
as of the date first written above.
VALUEVISION INTERNATIONAL, INC.
By: _____________________________________
Nathan E. Fagre, Sr. Vice President
Director
By: _____________________________________
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