EXHIBIT 99.4
OPTION AGREEMENT
VALUEVISION INTERNATIONAL, INC.
TO
OPTION AGREEMENT made as of the ___th day of _____, 200___ , 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"), as hereinafter
provided, to carry out the resolutions of the Board of Directors of ValueVision
granting a non-qualified stock 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 ______________ (________) Shares (such number being
subject to adjustment as provided in paragraph 7 hereof) on the terms and
conditions herein set forth.
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 the first anniversary of the date hereof, Employee may
purchase up to ______ Shares; on and after the second anniversary of the date
hereof, Employee may purchase up to an additional ______ Shares; and on and
after the third anniversary of the date hereof, Employee may purchase up to an
additional ______ Shares: provided, however, that if Employee is employed
pursuant to an employment agreement with Employer, and such employment agreement
expires without renewal prior to the second anniversary of the date hereof, then
Employee shall have the right to exercise the Option with respect to all of the
shares covered by the Option as of the last day of employment and for a period
of ninety (90) days thereafter (as provided in Section 5 hereof). 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 right to exercise this Option shall
be accelerated (i) as provided in the Employment Agreement between Employee and
ValueVision, and (ii) at the same times and under the same terms as stock
options may be accelerated in the case of an "Event" or "Fundamental Change"
under the terms and provisions of the 2001 Omnibus Stock Plan of ValueVision.
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 Employee 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.
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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
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 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. 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. 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 effective as of the date first written above.
VALUEVISION INTERNATIONAL, INC.
By _________________________________
Stann Xxxx
SVP, Human Resources
Employee:
____________________________________
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