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EXHIBIT 10.34
OPTION AGREEMENT
VALUEVISION INTERNATIONAL, INC.
TO
_________________________
OPTION AGREEMENT made as of the_____ day of___________, ____, between
ValueVision International, Inc., a Minnesota corporation ("ValueVision"),
and_____________________, an employee of
ValueVision ("Employee").
WHEREAS, ValueVision desires, by affording Employee an opportunity to
purchase its shares of Common Stock, $0.01 par value ("Shares"), reserved under
and pursuant to the Second Amended ValueVision International 1990 Stock Option
Plan, as amended, ("Plan"), as hereinafter provided, to carry out the
resolutions of the Board of Directors of ValueVision granting an option to
Employee as partial compensation for his efforts on behalf of ValueVision as its
employee.
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:
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1. Grant of Option. ValueVision hereby irrevocably grants to Employee
the right and option, hereinafter called the Option, to purchase all or any part
of an aggregate of____________ (__,000) Shares (such number being subject to
adjustment as provided in paragraph 7 hereof) on the terms and conditions herein
set forth. This grant is intended to qualify as an Incentive Stock Option
pursuant to the Plan.
2. Purchase Price. The purchase price of the Shares covered by the
Option shall be $______, which is equal to the last price on the NASDAQ System
of one share of ValueVision's Common Stock on the last trade date prior to the
date hereof day first written above.
3. Exercise of Option. The right to exercise the Option in whole or in
part, shall be effective, except as otherwise specifically limited herein, as
follows: on and after _________ ____, Employee may purchase up to__,000 Shares;
on and after _________, ____, Employee may purchase up to an additional __,000
Shares; and on and after __________, ____, Employee may purchase up to an
additional __,000 Shares. Each of the rights to purchase Shares granted in the
preceding sentence shall expire five (5) years after the right to purchase the
Shares became effective, except as otherwise specifically limited herein. 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. Employee,
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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 him upon the due
exercise of all or any part of the Option.
4. Non-Transferability. The Option shall not be transferable otherwise
than by will or the laws of descent and distribution, and the Option may be
exercised, during the lifetime of Employee, only by Employee. 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 Termination. If Employee ceases to serve as an
employee of ValueVision, while the Option remains in effect, whether as a result
of resignation or termination, with or without cause, the Option may be
exercised (to the extent that Employee
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shall have been entitled to do so on the last day in which he served as an
employee of ValueVision) by Employee at anytime within ninety (90) days of the
day in which he ceased to serve as an employee of ValueVision. 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. Exercise Upon Death. If Employee dies while the Option remains in
effect, the Option may be exercised (to the extent that Employee shall have been
entitled to do so at the date of his death) by the legatee or legatees of
Employee under his will, or by his personal representatives or distributees, at
any time 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.
7. 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
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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 shared dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of Shares,
separations, reorganizations, or liquidations; provided, however, that no
fractional Share shall be issued upon any such exercise, and the aggregate price
paid shall be appropriately reduced on account of any fractional Share not
issued.
8. 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
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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 (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.
9. Investment Certificate and Registration. Prior to the receipt of the
certificates pursuant to the exercise of the Option granted hereunder, Employee
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.
10. 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
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Agreement. This Option shall be construed in accordance with the laws of the
State of Minnesota.
IN WITNESS WHEREOF, ValueVision and Employee have executed this
Agreement as of the date first written above.
VALUEVISION INTERNATIONAL, INC.
By
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Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
Employee:
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Employee Name
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