Exhibit 10.13
SPIEGEL, INC.
CLASS A NON-VOTING COMMON STOCK
OPTION AGREEMENT
SPIEGEL, INC.
CLASS A NON-VOTING COMMON STOCK
OPTION AGREEMENT NO.______________
This Option Agreement No._________entered into this_____________day
of__________,20____, by and between Spiegel, Inc., a Delaware corporation
("Spiegel"), and____________________________________________("Optionee").
WHEREAS, Spiegel desires to grant the Optionee an Option to purchase
shares of its $1.00 par value per share Class A Non-Voting Common Stock ("Class
A Stock") subject to the terms and conditions hereinafter set forth, pursuant
to the provisions of the Spiegel Group Incentive Stock Option Plan (the "Plan")
which was adopted by Spiegel on November 17, 1998 and which was subsequently
approved by the Class B Voting Common Stockholders of Spiegel.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree
as follows:
1. Grant of Option.
---------------
Spiegel, pursuant to the Plan, hereby grants to the Optionee the
option ("Option") to purchase--------shares of Class A Stock, subject to
the terms and conditions hereinafter set forth. The date of the grant
of the Option is the date of this Stock Option Agreement.
2. Purchase Price.
--------------
The purchase price of the Class A Stock covered by the Option
shall be_____________________________ ($______________) per share.
3. Period of Exercise and Terms and Conditions of Option.
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This Option may be exercised between the date hereof and the date
ten (10) years after the date hereof from time to time, in whole or in
part as to one or more whole shares of Class A Stock covered by the
Option, subject to the terms and conditions set forth below. Anything
contained herein to the contrary notwithstanding, the Option granted
hereunder shall not be exercisable in whole or in part after the
expiration of ten (10) years after the date of grant thereof. The Option
granted hereby shall be subject to the following terms and conditions:
(a) Period of Exercise of Options.
------------------------------
Except as otherwise specifically provided herein:
(1) No portion of the Option granted hereby shall be
exercisable until the first anniversary of the grant
thereof, when the Option shall become and remain exercisable
for 20% of the shares covered thereby. The Option granted
hereby shall become and remain exercisable for an additional
20% of the shares covered thereby on the second, third,
fourth and fifth anniversaries of the grant thereof;
(2) An Optionee may exercise a portion of the Option from
the date that portion first becomes exercisable until the
Option expires or is otherwise terminated; (3) In the case
of any fractional share resulting from any calculation under
the Plan, the shares available for exercise shall be
determined to the nearest lower number of whole shares.
(b) Maximum Value of Stock with Respect to Which Incentive Stock
------------------------------------------------------------
Options are Exercisable for First Time in Any Calendar Year
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Anything contained herein to the contrary notwithstanding, to
the extent the aggregate fair market value (determined at the time
the option is granted) of stock with respect to which options are
exercisable for the first time by Optionee during any one calendar
year (under this Plan and all other incentive stock option plans of
Spiegel or any parent or subsidiary corporations of Spiegel) shall
exceed One Hundred Thousand Dollars ($100,000.00), such excess
options shall be treated as options which are not incentive stock
options as determined under the Plan.
(c) Transfer of Option.
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Neither the whole nor any part of this Option shall be
transferable by the Optionee or by operation of law during the
Optionee's
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lifetime and at the Optionee's death this Option or any part
thereof shall only be transferable by the Optionee's will or by the
laws of descent and distribution. This Option may be exercised
during the lifetime of the Optionee only by the Optionee. This
Option, and any and all rights granted to the Optionee hereby, to
the extent not therefore effectively exercised shall automatically
terminate and expire upon any sale, transfer or hypothecation or
any attempted sale, transfer or hypothecation of the Option or such
rights, or upon the bankruptcy or insolvency of the Optionee.
(d) Termination of Employment.
-------------------------
This Option may not be exercised after the termination of the
employment of the Optionee with Spiegel and its "subsidiary
corporations" as that term is defined in the Plan (collectively,
the "Corporation") except as hereinafter provided, specifically
subject, however, to the provisions of the second sentence of the
first paragraph of this Section 3:
(1) Retirement.
----------
This Option may be exercised within three (3) months after
the retirement (as hereinafter defined) of the Optionee and
the Option shall be exercisable for all of the shares covered
thereby, notwithstanding the provisions of paragraph (a)(1)
of this Section 3. For purposes of this Option Agreement,
"Retirement" shall mean any termination of employment with
the Corporation occurring after (i) the completion of ten
(10) years of service with the Corporation, and (ii) the date
on which the Optionee's age and years of service with the
Corporation add up to seventy (70).
(2) Disability.
----------
This Option may be exercised within three (3) months after
the termination of the employment of the Optionee by reason
of the Disability (as hereinafter defined) of the Optionee
and the Option shall be exercisable for all of the shares
covered thereby, notwithstanding the provisions of paragraph
(a)(1) of this Section 3. For purposes of this Option
Agreement, the Optionee shall be deemed to have incurred a
"Disability" if a disinterested duly licensed medical doctor
appointed by the Corporation determines that the Optionee is
totally and permanently prevented, as a result of physical
or mental infirmity, injury, or disease, either occupational
or nonoccupational in cause, from holding the job or
position with the Corporation or engaging in the employment
activity, or a comparable job or employment activity with
the Corporation, which the Optionee held or customarily
engaged in prior to the occurrence of the disability
(provided, however, that disability hereunder shall not
include any
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disability incurred or resulting from the Optionee's having
engaged in a criminal act or enterprise, or any disability
consisting of or resulting from the Optionee's chronic
alcoholism, addiction to narcotics or an intentionally
self-inflicted injury).
(3) Death.
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(i) If the Optionee shall die while employed by the
Corporation or within three (3) months after termination
of employment with the Corporation by reason of Retirement
or Disability, the Option granted hereby to such deceased
Optionee shall be exercisable within one (1) year after the
date of the Optionee's death and the Option shall be
exercisable for all of the shares covered hereby,
notwithstanding the provisions of paragraph (a)(1) of this
Section 3.
(ii) If the Optionee shall die within three (3) months
after termination of employment with the Corporation for a
reason other than Retirement or Disability, the Option
granted hereby to such deceased Optionee shall be
exercisable within one (1) year after the date of the
Optionee's death but the Option may not be exercised for
more than the number of shares, if any, as to which the
Option was exercisable by the Optionee immediately prior to
his death.
(iii) The legal representative, if any, of the deceased
Optionee's estate, or the appropriate legatees or
distributees of the deceased Optionee's estate may exercise
this Option on behalf of the Optionee.
(4) Involuntary Termination of Employment.
-------------------------------------
This Option may be exercised within three (3) months after
the Involuntary Termination of Employment (as hereinafter
defined) of the Optionee with the Corporation and the
Option shall be exercisable for all of the shares covered
thereby, notwithstanding the provisions of paragraph (a)(1)
of this Section 3. For purposes of this Option Agreement,
"Involuntary Termination of Employment" shall mean any
termination of the Optionee's employment with the
Corporation by reason of the discharge, firing or other
involuntary termination of the Optionee's employment by
action of the Corporation other than an involuntary
termination for cause as described in subparagraph (6) of
this paragraph (d).
(5) Voluntary Termination of Employment.
-----------------------------------
This Option may be exercised, if otherwise timely, within
three (3) months after the Voluntary Termination of
Employment (as hereinafter defined) of the Optionee with
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the Corporation but the Option may not be exercised for
more than the number of shares, if any, as to which the
Option was exercisable by the Optionee immediately prior to
such termination of employment as determined under the
provisions of paragraph (a)(1) of this Section 3. For
purposes of this Option Agreement, "Voluntary Termination
of Employment" shall mean any voluntary termination of
employment with the Corporation by reason of the Optionee's
quitting or otherwise voluntarily leaving the Corporation's
employ other than a voluntary termination of employment by
reason of Retirement or a voluntary termination of
employment constituting a termination for cause as
described in subparagraph (6) of this paragraph (d).
(6) Termination For Cause.
---------------------
Anything contained herein to the contrary notwithstanding,
if the termination of the Optionee's employment with the
Corporation is as a result of or caused by the Optionee's
theft or embezzlement from the Corporation, the violation
of a material term or condition of his employment, the
disclosure by the Optionee of confidential information of
the Corporation, conviction of the Optionee of a crime of
moral turpitude, the Optionee's stealing trade secrets or
intellectual property owned by the Corporation, any act by
the Optionee in competition with the Corporation or any
other act, activity or conduct of the Optionee which in the
opinion of the Board Committee of the Board of Directors of
Spiegel is adverse to the best interests of the
Corporation, then this Option and any and all rights
granted to such Optionee hereunder, to the extent not yet
effectively exercised, shall become null and void effective
as of the date of the occurrence of the event which results
in the Optionee ceasing to be an employee of the
Corporation and any purported exercise of the Option by or
on behalf of the Optionee following such date shall be of
no effect.
(e) Acceleration.
------------
The Stock Option Committee (the "Committee"), which administers
the Plan, may, subject to the provisions of paragraph (b) of this
Section 5, in the case of merger, consolidation, dissolution or
liquidation of Spiegel, accelerate the expiration date of this
Option for any or all of the shares covered thereby (but still
giving the Optionee a reasonable period of time to exercise the
Option with respect to any portion thereof outstanding prior to the
accelerated expiration date) and may, in the case of merger,
consolidation, dissolution or liquidation of Spiegel, or in any
other case in which it feels it is in the Corporation's best
interest,
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the date or dates on which this Option or any part this Option
shall be exercisable for any or all of the shares covered thereby.
(f) Rights as a Stockholder.
-----------------------
The Optionee shall have no rights as a stockholder with
respect to any shares covered by this Option until the date that
Spiegel receives payment in full for the purchase of said shares
pursuant to the effective exercise of this Option. No adjustment
shall be made for dividends or distributions or other rights for
which the record date is prior to the date such payment is received
by Spiegel, except as provided in Section 7 of the Plan. Spiegel
shall not be required to issue or deliver any certificate for shares
of its Class A Stock purchased upon the exercise of all or any part
of this Option before (1) the admission of such shares to listing on
any stock exchange on which such stock may then be listed, or, if
applicable, approved for inclusion on the National Market System of
the NASD and (2) completion of any registration or other
qualification of such shares under any state or federal law or
ruling or regulation of any governmental regulatory body that
Spiegel shall, in its sole discretion, determine is necessary or
advisable.
(g) Compliance with Securities Exchange Act.
---------------------------------------
Notwithstanding anything herein to the contrary, this
Option shall always be exercised in such a manner as to conform to
the provisions of Rule 16b-3, or any replacement rule, adopted
pursuant to the provisions of the Securities Exchange Act of 1934 as
the same now exists or may, from time to time, be amended.
(h) Option Subject to Terms of Plan.
-------------------------------
The exercise of this Option shall be additionally conditioned
and limited as provided in the Plan.
4. Method of Exercise.
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Subject to the terms and conditions of this Stock Option
Agreement and the Plan, the Optionee, in order to exercise the Option,
must notify the Committee in writing in a form acceptable to the
Committee to that effect at Spiegel, Inc., Stock Option Committee, c/o
Xxxxxx X. Xxxxxxxx, 0000 Xxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxx
00000-0000. Such written notice must state the election to exercise
the Option granted under this Stock Option Agreement, and specify the
number of shares of Class A Stock to be purchased. Such notice must be
accompanied by cash, or a check payable to Spiegel, Inc. in the amount
of the full purchase price in United States Dollars for the shares of
Class A Stock to be purchased. The Option shall be considered as having
been effectively exercised only upon the receipt by the Committee of the
written notice of the exercise of the Option and the payment of the full
purchase price for the shares of Class A Stock to be purchased in
accordance with the preceding provisions of this Section 4.
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5. General Provisions.
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(a) Spiegel shall make available such number of shares of
Class A Stock as will be sufficient to satisfy the requirements
of this Option Agreement, shall pay any original issue and
transfer taxes with respect to the issue and transfer of shares
pursuant hereto and all other fees and expenses necessarily
incurred by Spiegel in connection herewith, and will from time to
time use its best efforts to comply with all laws and regulations
which, in the opinion of independent counsel for Spiegel shall be
applicable thereto.
(b) This Option Agreement shall be subject to such amendment
and modification from time to time as the Committee shall deem
necessary to comply with applicable law or regulation.
(c) The Optionee, in executing this Stock Option Agreement,
acknowledges that he has received from the Committee a copy of
the provisions of the Plan and the prospectus describing the
Option granted hereby and the Class A Stock covered by the Option.
IN WITNESS THEREOF, Spiegel, Inc., and the Optionee have caused this
Option Agreement as first numbered above to be duly executed, all on the day
and year first above written.
SPIEGEL, INC.
BY: _______________________________________
Chairman of Spiegel, Inc., Stock
Option Committee
_______________________________________
Optionee
