EXHIBIT 10.16
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of July 26, 2002, is made by and
between PRIMEDIA INC., a Delaware corporation (hereinafter referred to as the
"COMPANY"), and CAPSTONE CONSULTING LLC, a Delaware limited liability company,
which provides consulting services to the Company (hereinafter referred to as
"OPTIONEE").
WHEREAS, the Company wishes to afford the Optionee the
opportunity to purchase shares of its Common Stock, par value $.01 per share
(the "COMMON STOCK"), as compensation for services already rendered to the
Company.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are used in this Agreement, they
shall have the meaning specified below unless the context clearly indicates to
the contrary.
SECTION 1.1 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as amended.
SECTION 1.2 - GRANT DATE
"Grant Date" shall mean the date of this Agreement.
SECTION 1.3 - OPTION
"Option" shall mean the option to purchase Common Stock granted
under this Agreement.
SECTION 1.4 - PERSON
"Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.
SECTION 1.5 - PRONOUNS
The masculine pronoun shall include the feminine and neuter, and
the singular the plural, where the context so indicates.
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SECTION 1.6 - SECRETARY
"Secretary" shall mean the Secretary of the Company.
ARTICLE II
GRANT OF OPTION
SECTION 2.1 - GRANT OF OPTION
For good and valuable consideration, on and as of the date hereof
the Company irrevocably grants to the Optionee an Option to purchase all or any
portion of 1,800,000 shares of the Common Stock upon the terms and conditions
set forth in this Agreement; PROVIDED the Company, in its absolute discretion
may provide that following any merger, recapitalization, reclassification,
liquidation or dissolution, or disposition of all or substantially all of its
assets or 80% or more of its voting stock, even if this Option remains
outstanding it shall be exercisable only for the kind and amount of securities
and/or other property, or the cash equivalent thereof, receivable as a result of
such event by the holder of a number of shares of Common Stock for which the
Option could have been exercised immediately prior to such event.
SECTION 2.2 - EXERCISE PRICE
Subject to Section 2.4, the exercise price of the shares of Common
Stock covered by the Option (the "OPTION EXERCISE PRICE") shall be $1.80 per
share without commission or other charge.
SECTION 2.3 - DISCRETION OF THE BOARD OF DIRECTORS
The grant of any options is left to the discretion of the Board of
Directors of the Company. The Company has no obligation to award stock options
in the future even if options have been awarded in one or more of the preceding
years. Nothing in this Agreement should be read as an obligation or a guarantee
by the Company with respect to the future value of the Option.
SECTION 2.4 - ADJUSTMENTS IN OPTION PURSUANT TO MERGER, CONSOLIDATION, ETC.
In the event that the outstanding shares of the stock subject to
an Option are, from time to time, changed into or exchanged for a different
number or kind of shares of the Company or other securities by reason of a
merger, consolidation, recapitalization, spinoff, reclassification, stock split,
stock dividend, combination of shares, or otherwise, the Company shall make an
adjustment in the number and kind of shares and/or the amount of consideration
as to which or for which, as the case may be, such Option, or portions thereof
then unexercised, shall be exercisable, in such manner as the Company determines
is reasonably necessary to maintain as nearly as practicable the rights,
benefits and obligations that the parties would have had absent
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such event. Any such adjustment made by the Company shall be final and binding
upon the Optionee, the Company and all other interested persons.
ARTICLE III
PERIOD OF EXERCISABILITY
SECTION 3.1 - COMMENCEMENT OF EXERCISABILITY.
The Option shall be immediately exercisable as of the date hereof.
SECTION 3.2 - EXPIRATION OF OPTION
The Option may not be exercised to any extent by the Optionee
after the first to occur of the following events:
(a) The tenth anniversary of the Grant Date; or
(b) If the Board of Directors of the Company so determines, the
effective date of either the merger or consolidation of the Company
into another Person, or the exchange or acquisition by another Person
of all or substantially all of the Company's assets or 80% or more of
its then outstanding voting stock, or the recapitalization,
reclassification, liquidation or dissolution of the Company. At least
10 days prior to the effective date of such merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation
or dissolution, the Company shall give the Optionee notice of such
event if the Option has then neither been fully exercised nor become
unexercisable under this Section 3.2.
ARTICLE IV
EXERCISE OF OPTION
SECTION 4.1 - PERSON ELIGIBLE TO EXERCISE
Only the Optionee, acting through its Managing Member (as such
term is defined in the Optionee's LLC agreement), or its successors may exercise
an Option or any portion thereof.
SECTION 4.2 - PARTIAL EXERCISE
Any exercisable portion of an Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.2; provided, however, that any partial exercise shall be for whole shares of
Common Stock only.
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SECTION 4.3 - MANNER OF EXERCISE
An Option, or any portion thereof, may be exercised solely by
delivering to the Secretary or his office all of the following prior to the time
when the Option or such portion becomes unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee, stating that the
Option or any portion thereof is thereby exercised, such notice
complying with all applicable rules established by the Company;
(b) Full payment in cash, by check or by a combination thereof or,
subject to limitations imposed by the Company, in shares of Common
Stock or by a combination thereof, for the shares with respect to which
such Option or portion thereof is exercised; and
(c) A bona fide written representation and agreement, in a form
satisfactory to the Company, signed by the Optionee or other person
then entitled to exercise such Option or portion thereof, stating that
the shares of stock are being acquired for its own account, for
investment and without any present intention of distributing or
reselling said shares or any of them except as may be permitted under
the Securities Act of 1933, as amended (the "Act"), and then applicable
rules and regulations thereunder, and that the Optionee will indemnify
the Company against and hold it free and harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the
representation and agreement referred to above; PROVIDED, HOWEVER, that
the Company may, in its absolute discretion, take whatever reasonable
additional actions it deems appropriate to ensure the observance and
performance of such representation and agreement and to effect
compliance with the Act and any other federal or state securities laws
or regulations; and
(d) In the event the Option or portion thereof shall be exercised
pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to
exercise the Option.
Without limiting the generality of the foregoing, the Company may
require an opinion of counsel acceptable to it to the effect that any subsequent
transfer of shares acquired on exercise of an Option does not violate the Act,
and may issue stop-transfer orders covering such shares. Share certificates
evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of subsection (c) above and the agreements
herein. The written representation and agreement referred to in subsection (c)
above shall, however, not be required if the shares to be issued pursuant to
such exercise have been registered under the Act, and such registration is then
effective in respect of such shares.
SECTION 4.4 - CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES
The shares of stock deliverable upon the exercise of an Option, or
any portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company. Such shares shall
be validly issued, fully paid and
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nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of stock purchased upon the exercise of
an Option or portion thereof prior to fulfillment of all of the following
conditions:
(a) The obtaining of approval or other clearance from any state or
federal governmental agency which the Company shall, in its absolute
discretion, determine to be reasonably necessary or advisable; and
(b) The lapse of such reasonable period of time following the
exercise of the Option as the Company may from time to time establish
for reasons of administrative convenience.
SECTION 4.5 - RIGHTS AS STOCKHOLDER
The holder of an Option shall not be, nor have any of the rights
or privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of the Option or any portion thereof unless and
until such holder has fulfilled all of its obligations pursuant to Section 4.3.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 - ADMINISTRATION
The Company shall have the power to interpret this Agreement. All
interpretations made by the Company shall be final and binding upon the
Optionee, the Company and all other interested persons. No member of the Company
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or the Option. In its absolute
discretion, the Board of Directors may at any time and from time to time
exercise any and all rights and duties of the Company under the Plan and this
Agreement.
SECTION 5.2 - LIMITATION ON TRANSFER
The Option shall not be disposed of by transfer, alienation,
pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary, except for a disposition by operation of law resulting
from a merger of the Optionee, and any attempted disposition in violation of the
foregoing shall be null and void and of no effect.
Except for transfers (i) permitted by Rule 144 under the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Securities and Exchange Commission (the "SEC") or (ii) pursuant
to a registration statement declared effective by the SEC under the Act, the
Optionee agrees that it will not dispose of by transfer, alienation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary any shares of Common Stock, except for a disposition by operation
of law resulting from a merger of the
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Optionee, and any attempted disposition in violation of the foregoing shall be
null and void and of no effect.
SECTION 5.3 - RELATIONSHIP OF OPTION AGREEMENT TO CONSULTING ARRANGEMENTS
This Agreement is entered into as a separate and independent
agreement between the Optionee and the Company, and shall not be construed as
part of the consulting arrangements between the Optionee and the Company.
Nothing contained in this Agreement shall confer on the Optionee the right to
continue to be engaged by the Company or any Subsidiary thereof or otherwise
impede the ability of the Company to terminate the Optionee's consulting
arrangements with the Company.
SECTION 5.4 - SHARES TO BE RESERVED
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Agreement.
SECTION 5.5 - NOTICES
Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to it at the address given
beneath its signature hereto. By a notice given pursuant to this Section 5.5,
either party may hereafter designate a different address for notices to be given
to it. Any notice shall have been deemed duly given when received by the
addressee.
SECTION 5.6 - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
SECTION 5.7 - AMENDMENT
This Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.
SECTION 5.8 - GOVERNING LAW
The laws of the State of Delaware (or if the Company
reincorporates in another state, the laws of that state) shall govern the
interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.
SECTION 5.9 - JURISDICTION
Any suit, action or proceeding against the Optionee or the Company
with respect to this Agreement, or any judgment entered by any court in respect
of any thereof, may be
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brought in any court of competent jurisdiction in the State of Delaware (or if
the Company reincorporates in another state, in that state) or New York, as the
Company may elect in its sole discretion, and the Optionee and the Company each
hereby submit to the exclusive jurisdiction of such courts for the purpose of
any such suit, action, proceeding or judgment. The Optionee and the Company each
hereby irrevocably waive any objections which either of them may now or
hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement brought in any court of competent
jurisdiction in the State of Delaware (or if the Company reincorporates in
another state, in that state) or New York, and hereby further irrevocably waive
any claim that any such suit, action or proceeding brought in any such court has
been brought in any inconvenient forum. No suit, action or proceeding against
the Company or the Optionee with respect to this Agreement may be brought in any
court, domestic or foreign, or before any similar domestic or foreign authority
other than in a court of competent jurisdiction in the State of Delaware (or if
the Company reincorporates in another state, in that state) or New York, and the
Optionee and the Company each hereby irrevocably waive any right which either of
them may otherwise have had to bring such an action in any other court, domestic
or foreign, or before any similar domestic or foreign authority. The Company and
the Optionee each hereby submit to the jurisdiction of such courts for the
purpose of any such suit, action or proceeding. The Optionee and the Company
each hereby irrevocably and unconditionally waive trial by jury in any legal
action or proceeding in relation to this Agreement and for any counterclaim
therein.
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto.
PRIMEDIA INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman
CAPSTONE CONSULTING LLC
By: /s/ Xxxx Xxxxxx
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Its: Managing Member
Xxxx Xxxxxx, CFO
0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
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Address
Optionee's Taxpayer
Identification Number:
00-0000000
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