EXHIBIT 10.24
STOCK OPTION AGREEMENT dated as
of June 1, 2001, between Liberty
Livewire Corporation (the "Company")
and Xxxxx X. Xxxxxxxxx ("Optionee")
Recitals
A. Optionee is a consultant to, and director of, the Company.
B. Optionee and the Company are parties to a Consulting Agreement
dated December 10, 1999, among Optionee, the Company and other parties, as
amended (the "Consulting Agreement). This Agreement is entered into pursuant to
Section 3(c) of the Consulting Agreement.
C. The Consulting Agreement was entered into pursuant to Section
7.11(ii) of the Agreement and Plan of Merger dated as of December 10, 1999 (the
"Merger Agreement"), among AT&T Corp., B-Group Merger Corp., Liberty Media
Corporation and the Company (then known as "The Xxxx-XX Corporation").
D. Subject to Section 9 of this Agreement, this Agreement is
entered into pursuant to Section 11.5 of the Liberty Livewire Corporation 2000
Incentive Plan dated November 28, 2000 (the "Plan").
NOW THEREFORE, in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Optionee hereby agree to the following:
1. Option Grant. The Company hereby grants to Optionee the option
("Option") to purchase up to 100,000 shares (the "Shares") of the Class A Common
Stock, par value $.01 per share ("Class A Common Stock"), of the Company, at an
exercise price of $10.27 per share (the "Exercise Price"), on the terms, and
subject to the conditions, set forth in this Agreement and, subject to Section 9
hereof, the Plan. Unless otherwise defined herein, terms defined in the
Consulting Agreement have the same meanings in this Agreement. The Option is not
intended to be an incentive stock option as defined in Section 422 of the Code
and is hereby designated a "nonqualified stock option" for all purposes of the
Code and, if applicable, the Plan.
2. Exercise.
(a) Right to Exercise; Vesting Schedule. The Option shall be
exercisable during the Term in accordance with the following vesting schedule,
except as otherwise expressly provided in this Agreement and, subject to Section
9 of this Agreement, the Plan:
i. The Option shall be exercisable as to 50,000 Shares
from and after June 10, 2001; and
ii. The Option shall be fully exercisable from and after
June 10, 2002.
(b) Accelerated Vesting and Termination on Certain Events.
Notwithstanding Section 2(a), upon the first to occur of a Change of Control (as
defined herein) or the death or permanent disability of Optionee, the Option
shall automatically become exercisable in full. For purposes of this Agreement,
the term "Change of Control" means (x) a sale by the Company to one or more
persons not affiliated with the Company of all or substantially all of the
assets of the Company, in one or a series of related transactions outside the
ordinary course of business or (y) the acquisition by any "person," including a
"group" as determined in accordance with Section 13(d)(3) of the Exchange Act,
of beneficial ownership, directly or indirectly, of securities of the Company
representing 50% or more of the combined equity capital and 50% or more of the
combined voting power of the then-outstanding equity securities of the Company;
provided that no Change of Control shall be deemed to occur as a result of any
transaction if, after giving effect to such transaction, however structured, one
or more Liberty Entities (as defined in the Plan) beneficially own securities of
the Company (or any Entity that acquires all or substantially all the assets of
the Company, or of which the Company is a Controlled Subsidiary (as such terms
are defined in the Plan) representing 50% or more of the combined equity capital
and 50% or more of the combined voting power of the then-outstanding equity
securities of the Company (or such Entity). Optionee or his representative may
at any time seek a determination by the Board of Directors of the Company that
Optionee has become permanently disabled, within the meaning of this Section
2(b), and any such determination by the Board (whether initiated by Optionee or
his representative or made by the Board on its own initiative) shall be binding
upon Optionee and the Company for all purposes of this Agreement.
(c) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A or other form acceptable to
the Company) which shall state the election to exercise the Option, the number
Shares in respect of which the Option is being exercised, and such
representations, warranties and agreements as the Company may reasonably request
to comply with applicable U.S. federal or state securities laws and/or the
requirements of any stock exchange (or quotation system) upon which the Class A
Common Stock is listed or included (a "Stock Exchange"). The written notice of
exercise shall be accompanied by payment of the aggregate Exercise Price for the
number of shares as to which the Option is being exercised. The Option shall be
deemed to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.
(d) Compliance with Law. No Shares will be issued pursuant to the
exercise of the Option unless such issuance and such exercise shall be in
conformity with all relevant provisions of law and the requirements of any
applicable Stock Exchange. Assuming such compliance, for income tax purposes,
the Shares shall be deemed transferred to the Optionee at the close of business
(or such other time as the Board shall determine) on the date on which the
Option is exercised with respect to such Shares.
3. Registration Rights; Optionee's Representations. Optionee
shall be entitled to registration rights with respect to Shares purchasable upon
exercise of the Option, pursuant to a Registration Rights Agreement between
Optionee and the Company substantially in the form of Exhibit B attached hereto.
If the Shares purchasable upon exercise of the Option have not been registered
under the Securities Act of 1933, as amended, at the time the Option is
exercised, Optionee shall, if required by the Company, concurrently with the
exercise of all or
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any portion of the Option, deliver to the Company a signed Investment
Representation Letter in the form of Exhibit C attached hereto.
4. Method of Payment. Payment of the Exercise Price shall be made
only by one or more of the following methods, or a combination thereof, as
Optionee shall from time to time elect:
(a) cash or wire transfer of immediately available (or next day)
funds;
(b) certified or bank check;
(c) surrender of other shares of Class A Common Stock that (A)
have been owned by Optionee for at least six months on the date of surrender,
and (B) have an aggregate Fair Market Value (as determined in accordance with
the provisions of the Plan, whether or not applicable) on the date of surrender
equal to the aggregate Exercise Price of the Shares as to which the Option is
being exercised; or
(d) delivery of a properly executed exercise notice together with
such other documentation as the Company, in its sole and absolute discretion,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price.
5. Compliance with Laws. The Option may not be exercised if the
issuance of Shares upon such exercise or the method of paying the Exercise Price
for such Shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rule under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by
the Federal Reserve Board.
6. Non-Transferability. Neither the Option nor any rights of
Optionee hereunder may be transferred or assigned in any manner otherwise than
by will or by the laws of descent or distribution, and the Option may be
exercised during the lifetime of Optionee only by Optionee. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
7. Term of Option. The term of the Option (the "Term") shall
commence on the date of this Agreement and shall automatically expire, to the
extent not theretofore exercised, at 5:00 p.m., New York City time, on the first
to occur of (i) June 9, 2010; (ii) the 90th day after the occurrence of a Change
of Control (as defined herein); and (iii) the second anniversary of the death or
permanent disability of Optionee.
8. Incorporation of the Plan; Entire Agreement; Governing Law.
Except as otherwise provided in Section 9 of this Agreement, this Agreement is
intended to be an Agreement entered into pursuant to the Plan, and the Option is
intended to be an Option granted under the Plan, and the Plan is hereby
incorporated herein by reference. The Plan and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, including without
limitation the Consulting Agreement (which is expressly modified hereby, to the
extent that the terms of the Option or this
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Agreement differ in any respect from the terms of the "Option" and "Option
Agreement" contemplated by Section 3(c) of the Consulting Agreement). If any
provision of this Agreement conflicts with any provision of the Plan, the
provisions of this Agreement shall govern. This Agreement may not be modified
adversely to Optionee's interest except by means of a writing signed by the
Company and Optionee. This Option Agreement shall be governed by the laws of the
State of Delaware applicable to contracts made and performed wholly therein.
9. Certain Approvals. The parties acknowledge that the principal
terms of the Option were approved by the Board of Directors of the Company (then
known as "The Xxxx-XX Corporation") at a board meeting on October 15, 1999, and
by the stockholders of the Company at the special meeting of stockholders on
June 9, 2000. However, to the extent that the Option is intended to constitute
an Option under the Plan, the parties acknowledge that this Agreement must be
expressly approved by the Board of Directors of the Company pursuant to Section
11.5 of the Plan ("New Board Approval") and the Plan must be approved by the
stockholders of the Company ("New Stockholder Approval"). The Company shall use
reasonable efforts to obtain New Board Approval within 90 days after the date of
this Agreement and to obtain New Stockholder Approval at the next annual meeting
of the stockholders of the Company. However, if: (i) New Stockholder Approval is
not obtained at the next annual meeting of the stockholders of the Company, or
(ii) New Board Approval is not obtained at or before the first Board of
Directors meeting following such annual stockholders meeting, or (iii) Optionee
gives written notice to the Company that Optionee elects to convert the Option
into a "non-Plan" Option, or gives written notice of exercise of the Option, in
whole or in part, pursuant to Section 2(c) of this Agreement, in either case at
or before the first Board of Directors meeting following such annual
stockholders meeting, then, in any such case, the Option shall automatically be
converted into a non-Plan Option (that is, an Option duly granted by the Company
but not granted under the Plan), and the terms of the Plan shall thereafter not
apply to or govern the Option (except as otherwise expressly provided herein).
10. Notices. All notices, requests or demands under this
Agreement will be in writing and will be deemed to have been duly given or
delivered (a) when delivered by hand, (b) one day after being given to an
express courier with a reliable system for tracking delivery, (c) when sent by
confirmed facsimile with a copy sent by another means specified in this Section
11, or (d) five days after the date of mailing by certified or registered mail,
return receipt requested, postage prepaid, and addressed as follows:
In the case of the Company:
Liberty Livewire Corporation
000 Xxxxxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Fax: 000.000.0000
Attn: General Counsel
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In the case of Optionee:
Xxxxx X. Xxxxxxxxx
0000 Xxxxx Xxxxxx
Xxx Xxx, XX 00000
Fax: 000.000.0000
or such other address, or to the attention of such other person, as the
recipient party shall have specified by prior written notice to the sending
party.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first set forth above.
LIBERTY LIVEWIRE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name:
Title:
Optionee has had an opportunity to obtain the advice of counsel
prior to executing this Option and fully understands all provisions of the
Option. Optionee further agrees to notify the Company upon any change in the
residence address indicated below.
Dated: 8/6/01 /s/ Xxxxx X. Xxxxxxxxx
---------------------------- -----------------------------------
Xxxxx X. Xxxxxxxxx
Residence Address:
0000 Xxxxx Xxxxxx
Xxx Xxx, XX 00000
