Exhibit 10.15
SPIEGEL, INC.
CLASS A NON-VOTING COMMON STOCK
NON-STATUTORY OPTION AGREEMENT NO. ___
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SPIEGEL, INC.
CLASS A NON-VOTING COMMON STOCK
NON-STATUTORY OPTION AGREEMENT NO. ___
This Non-Statutory Option Agreement No. ___ is entered into this 30th day
of June, 2001, by and between Spiegel, Inc., a Delaware corporation ("Spiegel")
and Xxxxxxx X. Xxxxx ("Optionee").
WHEREAS, Spiegel desires to grant the Optionee a non-statutory 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.
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.
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Spiegel 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.
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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 December 31, 2003,
from time to time, in whole or in part as to one or more whole shares of Class A
Stock covered by the Option,
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subject to the terms and conditions set forth below. The Option granted hereby
shall be subject to the following terms and conditions:
(a) 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 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 theretofore 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.
(b) Death.
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(i) If the Optionee shall die, 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.
(ii) The legal representative, if any, of the deceased Optionee's
estate, otherwise the appropriate legatees or distributees of the
deceased Optionee's estate may exercise this Option on behalf of the
Optionee.
(c) Termination of Option Rights for Cause.
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Anything contained herein notwithstanding, if harm to the Corporation
is caused 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 any
agreement between Optionee and the
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Corporation, the disclosure by the Optionee of confidential information
of the Corporation, 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 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 such event, and any
purported exercise of the Option by or on behalf of the Optionee
following such date shall be of no effect.
(d) Acceleration.
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The Corporation may, 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, accelerate the date or
dates on which this Option or any part of this Option shall be
exercisable for any or all of the shares covered thereby.
(e) 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
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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 paragraph (f) below. 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.
(f) Stock Dividend; Recapitalization; Consolidation.
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If any stock dividend shall be declared upon the Class A Stock or
if the Class A Stock shall hereafter be subdivided, consolidated, or
changed into other securities of Spiegel, or a successor corporation to
Spiegel, then in each event, shares of Class A Stock which would be
delivered pursuant to exercise of any option hereunder shall, for the
purpose of adjusting the number and kind thereof, be treated as though
outstanding immediately prior to the occurrence of such event, and the
purchase price to be paid therefore shall be appropriately adjusted to
give effect thereto. The grant of an option hereunder shall not affect in
any way the right or power of Spiegel to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business assets.
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4. METHOD OF EXERCISE.
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Subject to the terms and conditions of this Stock Option Agreement,
the Optionee, in order to exercise the Option, must notify the Corporation
in writing in a form acceptable to the Corporation to that effect at
Spiegel, Inc., c/o Xxx Xxxxxx, 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 U.S. 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 Corporation 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.
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 Corporation shall deem necessary
to comply with applicable law or regulation.
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(c) The Optionee, in executing this Stock Option Agreement,
acknowledges that he has received from the Corporation a copy of the
Stock Option Agreement and Spiegel's most recent Annual Report on Form
10-K and Quarterly Report on Form 10-Q.
(d) It is specifically intended that the Options granted hereunder
shall not constitute "Incentive Stock Options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
(e) The granting and exercise of any option hereunder and the
obligations of Spiegel to sell and deliver shares under any such option
shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies as may be required. Spiegel
shall furnish each Optionee hereunder with such information relating to
the exercise of any option granted hereunder to said Optionee as is
required under the Internal Revenue Code and applicable state and federal
security laws.
IN WITNESS WHEREOF, 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_________________________________
________________________________________
Optionee
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