EXHIBIT 4.6
BET HOLDINGS II, INC.
RESTATED STOCK OPTION AGREEMENT
THIS RESTATED STOCK OPTION AGREEMENT, dated as of July 30, 1998, is
made between BET HOLDINGS II, INC. (the "Company") and Xxxxxx X. Xxxxxxx (the
"Optionee").
WITNESSETH:
WHEREAS, BET Holdings, Inc. has previously issued certain stock options
("Original Options") to the Optionee to purchase shares of Class A common stock
of BET Holdings, Inc.; and
WHEREAS, the Company shall be the ultimate parent corporation in
connection with the Agreement and Plan of Merger among Xxxxxx X. Xxxxxxx,
Liberty Media Corporation, BTV Acquisition Corporation and BET Holdings, Inc.;
and
WHEREAS, the Original Options previously issued to the Optionee by BET
Holdings, Inc. shall become options ("Company Options") to acquire Common Stock
("Common Stock") in the Company, as the ultimate parent of the corporate group
which previously included BET Holdings, Inc., pursuant to the terms and
conditions of this Restated Stock Option Agreement, it being the intention of
the parties to fully vest the Original Options, to cause the Options used to
restate such Original Options to have an initial value on the date of
restatement equal to the differential between (i) Sixty-Three Dollars ($63.00)
multiplied by the number of shares of Class A Common Stock which could otherwise
have been purchased pursuant to the exercise of such cancelled Original Options
and (ii) the aggregate exercise price attributable to all such cancelled
Original Options, and to allow the restatement of such Original Options into
Options hereunder in such manner as shall satisfy the requirements of Section
424(a) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties mutually covenant and agree as
follows:
1. Ratification of Outstanding Original Options. Pursuant to the
Agreement and Plan of Merger, options to purchase Two Hundred and Sixty-Two
Thousand (262,000) shares of the Class A common stock of BET Holdings, Inc. held
by the Eligible Executive which remain outstanding as of the date of the
transactions contemplated in the Agreement and Plan of Merger (the "Remaining
Options") shall, pursuant to this Agreement and Plan of Merger, remain
outstanding following the merger. Such Remaining Options, by virtue of the
merger and the reorganization transactions following the merger, shall
constitute Company Options to purchase Two Hundred and Sixty-Two Thousand
(262,000) shares of the Common Stock. The Company Options shall be deemed to
have been issued pursuant to the BET Holdings, Inc. 1991 Executive Stock Option
Plan, as amended and restated through July 30, 1998 into the BET Holdings II,
Inc. 1998 Executive Stock Option Plan (the "Plan"), the provisions of which are
hereby incorporated by reference. The Plan is hereby adopted and assumed by the
Company and the Company hereby assumes the obligations in respect of the Company
Options. The exercise price per share,
the remaining term of each Company Option and the characteristic of each Company
Option as an Incentive Stock Option or as a Nonqualified Option are set forth
below:
Incentive Stock Option
Number of Shares Subject Exercise Price Per (ISO) or Nonqualified
to Company Options Company Option Expiration Date Stock Option (NO)
------------------ -------------- --------------- -----------------
o 12,000 $17.00 10/29/01 12,000 NQ
o 172,000 $17.75 07/12/05 172,000 NQ
o 78,000 $22.70 12/09/06 78,000 NQ
No portion of the above-referenced Company Options may be exercised prior to the
expiration of six (6) months from the date of this Restated Stock Option
Agreement, as set forth above.
2. Terms and Conditions. In addition to the characteristics of the
Company Options set forth in the above chart, it is understood and agreed that
each Company Option is subject to the following terms and conditions in addition
to any terms and conditions of the Plan that are not restated herein (any such
terms being incorporated herein by reference):
(a) Exercise of Option. Any exercise shall be accompanied by a written
notice to the Company specifying the number of shares as to which the Company
Option is being exercised. Such written notice shall be substantially in the
form of Exhibit A attached hereto. Notation of any partial exercise shall be
made by the Committee on Schedule I hereto.
(b) Payment of Purchase Price Upon Exercise. At the time of any
exercise and within the discretion of the Committee, the purchase price of the
Common Stock shall be paid by the Optionee to the Company in cash or with Common
Stock (including shares acquired pursuant to the exercise of an Option) having a
total Fair Market Value, as determined by the Committee, equal to the purchase
price, or a combination of cash and Common Stock having a total fair market
value equal to the purchase price.
(c) Nontransferability. The Company Options shall not be transferable
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the Company Options shall be exercisable only by the
Optionee.
(d) No Rights as Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock subject to the Company
Options prior to the date of issuance to him of a certificate or certificates
for such shares.
(e) Investment Representation. The Committee may require the Optionee
(or such other person to whom the Company Options may be transferred in
accordance with the terms of this Agreement and the Plan) to deliver to the
Committee at the time the Company Options or any portion of the Company Options
is exercised, a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
distribution thereof and/or that Optionee or such other person will comply with
such restrictions as may be necessary to satisfy the requirements of the federal
or state securities law. Delivery of the representation required by this section
shall be a condition precedent to the
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right of the Optionee or such other person to purchase any shares of Common
Stock under this Agreement.
3. Optionee Bound by Plan. Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof,
including the terms and provisions adopted after the granting of these Company
Options but prior to the complete exercise thereof.
4. Notices. Any notice hereunder to the Company shall be addressed to
it at its office, 0000 X Xxxxx, X.X., Xxxxxxxxxx, X.X. 00000, Attention: General
Counsel, and any notice hereunder to Optionee shall be addressed to him at 0000
X Xxxxx, X.X., Xxxxxxxxxx, X.X. 00000, subject to the right of either party to
designate at any time hereafter in writing some other address.
5. Counterparts. This Agreement has been executed in two counterparts
each of which shall constitute one and the same instrument.
6. Headings. Any headings preceding the text of the sections of this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its meaning, construction or
effect.
7. Interpretations. Any dispute or disagreement which may arise under
or as a result of or pursuant to this Agreement shall be determined by the
Committee in its sole discretion, and any interpretation by the Committee of the
terms of this Agreement shall be final, binding and conclusive. All rights under
this Agreement shall be governed and construed in accordance with the laws of
the state of Delaware.
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IN WITNESS WHEREOF, BET Holdings II, Inc. has caused this Agreement to
be executed by an appropriate officer and Optionee has executed this Agreement,
both as to the day and year first above written.
BET HOLDINGS II, INC.
By: /s/ Xxxxx Xxxxxxxx
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Title: Senior Vice President and Chief
Administrative Officer
/s/ Xxxxxx X. Xxxxxxx
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Optionee
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SCHEDULE I - NOTATIONS AS TO PARTIAL EXERCISE
Balance of Shares
Number of Non-
Date of Purchased Incentive Qualified Authorized Notation
Exercise Shares Stock Option Option Total Signature Date
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