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EXHIBIT 10.52
VALUEVISION INTERNATIONAL, INC.
TO
XXXXX X. XXXXXX
OPTION AGREEMENT made as of the 2nd day of February, 1997, between
ValueVision International, Inc., a Minnesota corporation ("ValueVision"), and
XXXXX X. XXXXXX, 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:
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 fifty thousand (50,000) 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.
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2. Purchase Price. The purchase price of the Shares covered by
the Option shall be $4.675, 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 February 1, 1998, Employee may purchase up to
10,000 Shares; on and after February 1, 1999, Employee may purchase up to an
additional 10,000 Shares; on and after February 1, 2000, Employee may purchase
up to 10,000 Shares; on and after February 1, 2001, Employee may purchase up to
10,000 Shares; and on and after February 1, 2002, Employee may purchase up to
an additional 10,000 Shares, or such earlier date in the sole discretion of the
Employer's Chief Executive Officer. 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, 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
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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 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
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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 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
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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 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 Agreement.
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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 /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
Employee:
/s/ Xxxxx X. Xxxxxx
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Employee Name
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