MARTHA STEWART LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN STOCK GRANT AGREEMENT
Exhibit 99.6
XXXXXX XXXXXXX LIVING OMNIMEDIA, INC.
OMNIBUS STOCK AND OPTION COMPENSATION PLAN
STOCK GRANT AGREEMENT
OMNIBUS STOCK AND OPTION COMPENSATION PLAN
STOCK GRANT AGREEMENT
This Stock Grant Agreement (the “Agreement”) is made and entered into by and between
Xxxxxx Xxxxxxx Living Omnimedia, Inc., a Delaware corporation (the “Company”), and the
non-employee member of the Company’s Board (referred to herein as “you”, “your”, “his” or “her”)
who is receiving this Agreement pursuant to his or her election to receive a certain percentage of
his or her total annual retainer(s) and meeting fees received from time to time (the
“Fees”) the in the form of a fully vested stock grant under the Xxxxxx Xxxxxxx Living
Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any
capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to
them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a
conflict between the terms and provisions of the Plan and the terms and provisions of this
Agreement, the Plan terms and provisions shall prevail.
In consideration of the mutual agreements herein contained and intending to be legally bound
hereby, the parties agree as follows:
1. Shares. Pursuant to the Plan, the Company hereby transfers to you, and you hereby
accept from the Company, a Stock Grant consisting of that number of fully vested shares equal to
the Fees, divided by the closing price of the Company’s Class A common stock on the date of grant
of such shares (the “Shares”), on the terms and conditions set forth herein and in the
Plan.
2. Tax Advice. You represent, warrant, and acknowledge that the Company has made no
warranties or representations to you with respect to the income tax consequences of the
transactions contemplated by this Agreement, and you are in no manner relying on the Company or the
Company’s representatives for an assessment of such tax consequences. YOU UNDERSTAND THAT THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING ANY
STOCK GRANT AWARD. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO
BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.
3. Restriction on Transfer. Regardless of whether the transfer or issuance of the
Shares has been registered under the Securities Act or has been registered or qualified under the
securities laws of any state, the Company may impose additional restrictions upon the sale, pledge,
or other transfer of the Shares (including the placement of appropriate legends on stock
certificates, if any, and the issuance of stop-transfer instructions to the Company’s transfer
agent) if, in the judgment of the Company and the Company’s counsel, such restrictions are
necessary in order to achieve compliance with the provisions of the Securities Act, the securities
laws of any state, or any other law.
4. Stock Certificate Restrictive Legends. Stock certificates evidencing the Shares,
if any, may bear such restrictive legends as the Company and the Company’s counsel deem necessary
under applicable law or pursuant to this Agreement.
5. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree that
in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise
of their discretion, the transfer or issuance of the Shares may be conditioned upon you making
certain representations, warranties, and acknowledgments relating to compliance with applicable
securities laws.
6. Authorization to Release Necessary Personal Information. You hereby authorize and
direct your employer to collect, use and transfer in electronic or other form, any personal
information (the “Data”) regarding your employment, the nature and amount of your
compensation and the facts and conditions of your participation in the Plan (including, but not
limited to, your name, home address, telephone number, date of birth, social security number (or
any other social or national identification number), salary, nationality, job title, number of
shares held and the details of all Awards or any other entitlement to shares awarded, cancelled,
exercised, vested, unvested or outstanding) for the purpose of implementing, administering and
managing your participation in the Plan. You understand that the Data may be transferred to the
Company or any of its Parent, Subsidiaries, or Affiliates, or to any third parties assisting in the
implementation, administration and management of the Plan, including any requisite transfer to a
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broker or other third party assisting with the administration of this Stock Grant under the
Plan or with whom shares acquired pursuant to this Stock Grant or cash from the sale of such shares
may be deposited. You acknowledge that recipients of the Data may be located in different
countries, and those countries may have data privacy laws and protections different from those in
the country of your residence. Furthermore, you acknowledge and understand that the transfer of the
Data to the Company or any of its Parent, Subsidiaries, or Affiliates, or to any third parties is
necessary for your participation in the Plan. You may at any time withdraw the consents herein by
contacting your local human resources representative in writing. You further acknowledge that
withdrawal of consent may affect your ability to realize benefits from this Stock Grant, and your
ability to participate in the Plan.
7. No Entitlement or Claims for Compensation.
(a) Your rights, if any, in respect of or in connection with this Stock Grant or any other
Award is derived solely from the discretionary decision of the Company to permit you to participate
in the Plan and to benefit from a discretionary Award. By accepting this Stock Grant, you
expressly acknowledge that there is no obligation on the part of the Company to continue the Plan
and/or grant any additional Awards to you. This Stock Grant is not intended to be compensation of
a continuing or recurring nature, or part of your normal or expected compensation, and in no way
represents any portion of a your salary, compensation, or other remuneration for purposes of
pension benefits, severance, redundancy, resignation or any other purpose.
(b) Neither the Plan nor this Stock Grant or any other Award granted under the Plan shall be
deemed to give you a right to become or remain an Employee, Consultant or director of the Company,
a Parent, a Subsidiary, or an Affiliate. The Company and its Parents and Subsidiaries and
Affiliates reserve the right to terminate your Service at any time, with or without cause, and for
any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a
written employment agreement (if any), and you shall be deemed irrevocably to have waived any claim
to damages or specific performance for breach of contract or dismissal, compensation for loss of
office, tort or otherwise with respect to the Plan,
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this Stock Grant or any outstanding Award that is forfeited and/or is terminated by its terms or to
any future Award.
8. Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight
(48) hours after being deposited in the mail, as certified or registered mail, with postage
prepaid, and addressed to the Company at its principal corporate offices and to you at the address
maintained for you in the Company’s records.
9. Entire Agreement; Enforcement of Rights. This Agreement, together with the Plan,
sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and therein and merges all prior discussions between the parties. Except as contemplated
under the Plan, no modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.
The failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party.
10. Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed, and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law.
11. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
this Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of
this Agreement shall be enforceable in accordance with its terms.
12. Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of and be enforceable by the Company’s successors and assigns. Your rights and
obligations under this Agreement may not be assigned without the prior written consent of the
Company.
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13. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to this Stock Grant under the Plan and participation in the Plan or future
Awards that may be granted under the Plan by electronic means or to request your consent to
participate in the Plan by electronic means. You hereby consent to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan through an on-line or
electronic system established and maintained by the Company or a third party designated by the
Company.
14. Language. If you have received this Agreement or any other document related to
the Plan translated into a language other than English and if the translated version is different
than the English version, the English version will control.
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ACKNOWLEDGMENT OF
STOCK GRANT AGREEMENT
STOCK GRANT AGREEMENT
I, , being a non-employee member of the Board of Directors of
Xxxxxx Xxxxxxx Living Omnimedia, Inc. (the “Company”), have previously elected to receive a
certain percentage of my total annual retainer(s) and meeting fees in the form of a fully vested
stock grant.
I understand and agree that all stock grants made to me on or after the date of this Acknowledgment
pursuant to such election as currently in effect or as such election may be modified from time to
time shall be made pursuant to the Xxxxxx Xxxxxxx Living Omnimedia, Inc. Omnibus Stock and Option
Compensation Plan (the “Plan”) and shall be subject to all applicable terms and conditions
of the Plan and the attached Stock Grant Agreement.
I further agree to make arrangements satisfactory to the Company for the satisfaction of any
applicable tax obligations that arise in connection with such stock grants, if any. The Company
shall not be required to release any such stock grants unless and until such obligations are
satisfied.
Signature of Non-Employee Director
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