FORM OF
STOCK OPTION AGREEMENT
FOR CERTAIN DIRECTORS
THIS AGREEMENT is made as of ___________, between TRANSMEDIA NETWORK
INC., a Delaware corporation with its principal place of business at 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Corporation"), and ___________,
whose principal address is ________________________________ (the "Holder").
WITNESSETH:
By action taken on ________________, the Board of Directors of the
Corporation (the "Board") approved the grant to the Holder of an option to
purchase shares of the Corporation's Common Stock, par value $.02 per share (the
"Common Stock").
NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS
"Business Day" means a day other than a Saturday,
Sunday or other day on which banks in the State of New York are authorized by
law to remain closed.
"Termination Date" means _____________________ (or if
that day is not a Business Day, the next following Business Day).
2. GRANT OF OPTION
The Corporation hereby irrevocably grants to the Holder the
right and option (the "Option") to purchase all or any part of an aggregate of
__________ shares of Common Stock of the Corporation on the terms and conditions
hereinafter set forth. The shares of Common Stock into which the Option may be
exercised shall be referred to hereinafter as the "Shares".
3. PURCHASE PRICE
The purchase price of the Shares payable upon any full or
partial exercise of the Option is $_______ per Share (fair market value), the
date on which this option was granted by the Board of Directors of the
Corporation.
4. TERM; EXERCISE
Subject to the terms of Paragraph 7 hereof, the Option may
be exercised at any time before 5:00 P.M. New York City time on the Termination
Date. The Option may be exercised at any time and from time to time prior to the
Termination Date as to any part or all of the Shares; PROVIDED, HOWEVER, that
the Option may not be exercised with respect to less
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than one thousand (1,000) Shares (or the remaining Shares then subject to
purchase under the Option, if less than one thousand Shares) or for any
fractional shares.
5. RIGHTS AS A STOCKHOLDER
(a) If the Option is exercised in accordance with the
terms of this Agreement, then the Holder will for all purposes be deemed the
holder of record of the Shares as to which the Option is exercised, except that
if that is a date when the Common Stock transfer books of the Corporation are
closed, the Holder will be deemed to become the record holder of the Shares on,
and the certificate will be dated the next succeeding Business Day when the
Common Stock transfer books of the Corporation are open. Until the Option is
exercised, the Holder will not be entitled to any of the rights of a stockholder
of the Corporation as to the Shares, including the right to vote, to receive
dividends or other distributions, if any, and will not be entitled to receive
notice of any proceedings of the Corporation except as provided in this
Agreement.
(b) The Corporation covenants that all Shares issued
on exercise of the Option will be validly issued, fully paid, and
non-assessable.
6. NON-TRANSFERABILITY
The Option shall not be transferred otherwise than by
operation of law. During the lifetime of the Holder, the Option may be exercised
only by the Holder. Without limiting the generality of the foregoing, the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, and shall not be subject to execution, attachment or
similar process. Any attempt to assign, transfer, pledge, hypothecate or
otherwise dispose of the Option contrary to the provisions of this paragraph or
the levy of any execution, attachment or similar process upon the Option shall
be null and void and without effect.
7. TERMINATION OF DIRECTORSHIP; DEATH OF HOLDER
(a) The Option shall expire on the earlier of the
Termination Date or thirty (30) days after the Holder ceases to be a director of
the Corporation.
(b) If the Holder dies while he is serving as a
director of the Corporation, the Option shall expire on the earlier of the
Termination Date or ninetieth (90) days after the death of the Holder. In the
case of the death of the Holder, the Option may be exercised by the Holder's
estate for the period set forth in this subsection (b).
8. METHOD OF EXERCISING OPTION
(a) Subject to the terms and conditions of this
Agreement, the Option may be exercised by delivering written notice to the
Corporation at its then principal office. Such notice shall state the election
to exercise the Option, the number of Shares with respect to which it is being
exercised and the method of payment to be utilized in connection with such
exercise. The purchase price for the shares for which the Option is being
exercised shall be paid by delivering with the notice of exercise cash or a
certified check, payable to the Corporation, for the full amount of the purchase
price for the Shares for which the Option is
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being exercised. To the extent permitted by applicable law, the Holder may pay
all or a portion of the purchase price by surrender of shares of Common Stock
(at their fair market value) or by a simultaneous sale of the Shares to be
issued pursuant to such exercise pursuant to a brokerage or similar arrangement.
(b) If the Option is exercised by a person other than
the Holder, the notice of exercise shall be accompanied by the appropriate
proof, in form and substance satisfactory to the Corporation, of such person's
right to exercise the Option. Certificates for Shares for which the Option has
been exercised shall not be issued until the Corporation receives the full
purchase price for such Shares. Shares and the certificates therefor shall be
issued in the name of the person who is entitled at the time to exercise the
Option.
9. ADJUSTMENTS FOR CAPITAL CHANGES
Subject to any required action by the Corporation's
stockholders, if, at any time while the Option is outstanding, the outstanding
shares of Common Stock are increased or decreased or changed into or exchanged
for a different number or kind of shares of the Corporation or any parent or
subsidiary of the Corporation through a stock dividend, stock split, reverse
stock split, stock combination, reclassification, reorganization, merger, or
consolidation, the Board shall equitably adjust the number, kind and purchase
price of the Shares subject to the then unexercised portion of the Option, so
that the Holder shall be entitled to purchase, for the same aggregate purchase
price then payable under the Option with respect to the then unexercised
portion, the number of Shares which the Holder would have received as a result
of the capital change, for the Shares that he would have acquired by exercising
the unexercised portion of the Option immediately prior to such capital change.
In addition, the Board is authorized to make adjustments in the terms and
conditions of the Option (including, without limitation, cash payments in
exchange for the Option or substitution of the Option using stock of a successor
or other entity) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence) affecting the
Corporation or any subsidiary or the financial statements of the Corporation or
any subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles.
10. RESERVATION OF SHARES OF COMMON STOCK
The Corporation shall, at all times during the term of the
Option, reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of the Option, shall pay all original
issue taxes with respect to the issuance of Shares pursuant hereto, and all
other fees and expenses necessarily incurred by the Corporation in connection
therewith and will, from time to time, use its best efforts to comply with all
laws and regulations which, in the opinion of counsel for the Corporation, shall
be applicable thereto. Notwithstanding any provision of this paragraph to the
contrary, the Holder will pay all transfer taxes owing in respect of the Shares.
11. INVESTMENT REPRESENTATION
The Holder will, upon the purchase of any Shares pursuant
to the Option, simultaneously deliver a written certificate to the Corporation,
stating that he is purchasing the Shares for his own account, for investment
purposes only and not with a view
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to the distribution thereof, and containing such other provisions as counsel to
the Corporation shall deem necessary or appropriate. The Holder hereby
acknowledges that he has been informed that: (i) the Corporation is not
obligated and does not intend to register the sale of the Shares to him under
the Securities Act of 1933, as amended (the "Act") or under any applicable state
securities law, and that accordingly such Shares may not be distributed or
transferred by him except pursuant to an effective registration statement under
the Act or under applicable state law or an opinion of counsel for or approved
by the Corporation to the effect that such registration is not required; (ii) a
legend to the foregoing effect shall be placed on each certificate representing
the Shares; and (iii) the Corporation may issue stop-transfer instructions to
its Transfer Agent in respect of any or all of the Shares as the Corporation
deems appropriate to prevent a violation of the Act.
12. NO OBLIGATION TO EXERCISE
The grant of the Option imposes no obligation on the Holder
to exercise the Option.
13. NOTICES
All notices and other communications to be given under or
pursuant to this Agreement shall be in writing and shall be sent by first class
certified or registered mail, postage prepaid, or by nationally recognized
overnight courier service, against receipt, to the address of the party to whom
such communication is being sent at the address set forth in the first sentence
of this Agreement. Any party hereto may change the address to which each such
notice or communication shall be sent by giving written notice to all of the
other parties hereto in accordance with this paragraph.
14. BINDING EFFECT
The provisions of the Agreement shall be binding upon and
inure to the benefit of the permitted successors and assigns of the parties
hereto.
15. COUNTERPARTS; GOVERNING LAW
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware.
16. CAPTIONS
The captions of the paragraphs of this Agreement are for
the purpose of convenience only, are not intended to be part of this Agreement
and shall not be deemed to modify, explain, enlarge or restrict any of its
provisions.
17. SEPARABILITY
If any clause or provision of this Agreement shall be held
invalid or unenforceable, in whole or in part, in any jurisdiction, such
invalidity or unenforceability shall
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attach only to such clause or provision, or part thereof, and shall not in any
manner affect any other clause or provision in any jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
TRANSMEDIA NETWORK INC.
By:____________________________
HOLDER
_______________________________
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Schedule of Options Granted
to Directors
Attached to Exhibit 10.3
Form of Stock Option Agreement
For Certain Directors
Pursuant to Rule 12(b)-31, the Company is not filing a copy of
the several Stock Option Agreements between it and the above-named Directors.
This schedule sets forth the material details in which such Agreements differ
from the form of Stock Option Agreement included as Exhibit 10.3.
NO. OF EXERCISE
SHARES PRICE EXPIRING
------- -------- --------
A. Xxxx Xxxxxx 42,187 $3.89 3/16/97
11,250 7.44 9/20/98
B. Xxxxxx Xxxxxx 135,000 4.83 5/19/97
67,500 7.44 9/20/98
C. Xxxxxxx X. Xxxxxxx 42,187 3.89 3/16/97
11,250 7.44 9/20/98
D. Xxxxx Xxxxxxxx 42,187 3.89 3/16/97
11,250 7.44 9/20/98
E. M. Xxxxx Xxxxxx 5,000 11.38 5/24/00
F. Xxxxx Xxxxxx 42,187 3.89 3/16/97
11,250 7.44 9/20/98
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