Exhibit 10.14
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 Spiegel, Inc., a Delaware corporation ("Spiegel") and Xxxxx X.
Xxxxxxx ("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 maybe 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 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 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.
(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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