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Exhibit 4(g)
ON COMMAND CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
DIRECTORS NONQUALIFIED STOCK OPTION GRANT
This Stock Option Grant (this "GRANT") is made and entered into as of
the date of grant set forth below (the "DATE OF GRANT") by and between On
Command Corporation, a Delaware corporation (the "COMPANY"), and the Optionee
named below ("OPTIONEE").
Optionee:
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Optionee's Address:
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Total Shares Subject to Option: 50,000
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Exercise Price Per Share:
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Date of Xxxxx:
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Expiration Date:
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1. GRANT OF OPTION. The Company hereby grants to Optionee an option
(this "OPTION") to purchase up to the total number of shares of Common Stock of
the Company set forth above (collectively, the "Shares") at the exercise price
per share set forth above (the "EXERCISE PRICE"), subject to all of the terms
and conditions of this Grant and the Company's 1997 Non-Employee Directors Stock
Option Plan (the "PLAN"). Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed to them in the Plan.
2. EXERCISE AND VESTING OF OPTION. Subject to the terms and conditions
of the Plan and this Grant, this Option shall become exercisable as it vests.
Subject to the terms and conditions of the Plan and this Grant, this Option
shall vest as to twenty-five percent (25%) of the Shares on the first
anniversary of the Date of Grant, as to twenty-five percent (25%) of the Shares
on the second anniversary of the Date of Grant and as to fifty percent (50%) of
the Shares on the third anniversary of the Date of Grant so long as the Optionee
continuously remains a member of the Board of Directors (a "BOARD MEMBER") of
the Company.
3. RESTRICTION ON EXERCISE. This Option may not be exercised unless
such exercise is in compliance with the Securities Act, and all applicable state
securities laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. Optionee
understands that the Company is under no obligation to register, qualify or list
the Shares with the SEC, any state securities commission or any stock exchange
or national market system to effect such compliance.
4. TERMINATION OF OPTION. Except as provided below in this Section,
this Option shall terminate if Optionee ceases to be a Board Member of the
Company. The date on which Optionee ceases to be a Board
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Member of the Company shall be referred to as the "TERMINATION DATE." No portion
of an Option which is unexercisable at the Termination Date will thereafter
become exercisable.
4.1 Termination Generally. If Optionee ceases to be a Board
Member of the Company for any reason except death or permanent and total
disability, then this Option, to the extent (and only to the extent) that it
would have been exercisable by Optionee on the Termination Date, may be
exercised by Optionee within three (3) months after the Termination Date, or, if
the Optionee dies within such three-month period, may be exercised by the
Optionee's legal representative within twelve (12) months after the Optionee's
death but in no event later than the Expiration Date.
4.2 Death or Disability. If Optionee ceases to be a Board Member
of the Company because of the death of Optionee or the permanent and total
disability of Optionee within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended, then this Option, to the extent (and only to
the extent) that it would have been exercisable by Optionee on the Termination
Date, may be exercised by Optionee (or Optionee's legal representative) within
twelve (12) months after the Termination Date, but in no event later than the
Expiration Date.
4.3 Corporate Transaction. This Option shall terminate upon the
occurrence of a Corporate Transaction, as defined in the Plan; provided however
that any Option granted or deemed regranted within six months of such Corporate
Transaction shall remain exercisable until the expiration of six months and one
day from the later of the date such Option was granted or the date such Option
was deemed regranted; and provided, further, that the Board of Directors has
determined that an acquisition of a majority of the outstanding common stock of
Ascent Entertainment Group, Inc. shall constitute a Corporate Transaction
resulting in accelerated vesting of the Options granted under the Plan, and such
Options shall not terminate except as otherwise provided herein.
5. MANNER OF EXERCISE.
5.1 Exercise Agreement. This Option shall be exercisable by
Optionee (or, in the case of exercise after Optionee's death or incapacity,
Optionee's executor, administrator, heir or legatee, as the case may be)
delivery to the Company of an executed written Directors Stock Option Exercise
Agreement (which form shall be distributed to Optionee upon notice of exercise),
which shall set forth Optionee's election to exercise some or all of this
Option, the number of shares being purchased, any restrictions imposed on the
Shares and such other representations and agreements as may be required by the
Company to comply with applicable securities laws. If someone other than
Optionee exercises the Option, then such person must submit documentation
reasonably acceptable to the Company that such person has the right to exercise
the Option.
5.2 Payment. Payment for the Shares purchased upon exercise of
this Option may be made (a) in cash or by check; (b) by surrender of shares of
Common Stock of the Company that have been owned by Optionee for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144 and,
if such shares were purchased from the Company by use of a promissory note, such
note has been fully paid with respect to such shares), having a Fair Market
Value equal to the Exercise Price of the Option; (c) by payment, in whole or in
part, through the delivery of property of any kind which constitutes good and
valuable consideration; (d) through the delivery of a full recourse promissory
note bearing interest (at no less than such rate as shall then preclude the
imputation of interest under the Internal Revenue Code of 1986) and payable on
such terms and in such form as may be prescribed by the Board; or (e) by any
combination of the foregoing, provided that the par value of the shares shall be
paid in cash or by check.
5.3 Withholding Taxes. Prior to the issuance of the Shares upon
exercise of this Option, Optionee shall pay or make adequate provision for any
applicable federal or state withholding obligations of the Company.
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If the Board permits, Optionee may provide for payment of withholding taxes upon
exercise of the Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Option by
deducting the Shares retained from the Shares issuable upon exercise.
5.4 Issuance of Shares. Provided that such notice and payment
are in form and substance satisfactory to counsel for the Company, the Company
shall cause the Shares to be issued in the name of Optionee or Optionee's legal
representative. To enforce any restrictions on Optionee's Shares, the Committee
may require Optionee to deposit all certificates, together with stock powers or
other instruments of transfer approved by the Committee appropriately endorsed
in blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee may
cause a legend or legends referencing such restrictions to be placed on the
certificates.
6. NONTRANSFERABILITY OF OPTION. During the lifetime of the Optionee,
this Option shall be exercisable only by Optionee, unless otherwise permitted by
the Board. This Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent and distribution.
7. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
the Option and pays the Exercise Price.
8. INTERPRETATION. Any dispute regarding the interpretation of this
Grant shall be submitted by Optionee or the Company to the Board that
administers the Plan, which shall review such dispute at its next regular
meeting. The resolution of such a dispute by the Board shall be final and
binding on the Company and on Optionee.
9. TENURE AS BOARD MEMBER. In consideration of the granting of this
Option, the Optionee agrees to serve as an Independent Director as defined under
the terms of the Plan until the next annual meeting of the stockholders of the
Company. However, nothing in the Plan or this Grant shall confer on Optionee any
right to continue as a Board Member, and the Company expressly reserves its
rights to discharge Optionee at any time for any reason whatsoever, with or
without good cause.
10. ENTIRE AGREEMENT. The 1999 Amendment, the Directors Plan and the
Directors Stock Option Exercise Agreement, and the terms and conditions thereof,
are incorporated herein by reference. This Grant, the Plan and the Directors
Stock Option Exercise Agreement constitute the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersede all prior understandings and agreements with respect to such
subject matter.
11. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Optionee shall be in writing and
addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile, rapifax or telecopier.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California. If any provision of this Agreement is determined by
a court of law
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to be illegal or unenforceable, then such provision will be enforced to the
maximum extent possible and the other provisions will remain fully effective and
enforceable.
ON COMMAND CORPORATION
By:
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Name:
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Title:
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