Exhibit 10.l
THIS STOCK OPTION AND VALUE
APPRECIATION RIGHTS AGREEMENT (this
"Agreement"), is made and entered into as of
March 21, 1994, between FINGERHUT COMPANIES,
INC., a Minnesota corporation (the
"Company"), and XXXXXX X. XXXXXX, an
individual resident of Minnesota
("Employee").
WHEREAS, the Company desires to provide Employee
with an incentive to put forth maximum efforts for the
success of the business of Fingerhut Financial Services
("FFS"), currently a business conducted by wholly-owned
subsidiaries of the Company, and certain related businesses
by giving him an interest in the success of the FFS Business
either in the form of cash or, under certain circumstances,
in the form of options to acquire common stock of Public
FFS.
NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and Employee hereby agree as
follows:
ARTICLE I
DEFINITIONS
Defined terms used in this Agreement have the
meanings set forth below:
"Additional Capital Contributions" as of any
specified date means the cumulative amount of (i) any
capital contributions made by the Company to the FFS
Business, whether or not stock is issued in exchange
therefor, less (ii) any dividends paid by the FFS Business
(or recorded as paid on the books of the FFS Business) on
such Additional Capital Contributions, if such contributions
are made or dividends are paid (or recorded) after the date
as of which the Initial Value was determined and before the
specified date.
"Adjusted Initial Value" means (i) the Initial
Value, reduced by the portion of the Initial Value
attributable to any business not conducted by Public FFS
immediately after the Public Event, times 2, plus (ii) the
product, immediately before the Public Event, of (x) the
Imputed Earnings Rate, (y) the Additional Capital
Contributions, and (z) the Average P/E Ratio.
"Average P/E Ratio" means, as of any date, one-
half the sum of (i) the arithmetic average of the P/E Ratios
of the publicly traded companies having businesses
comparable to the FFS Business that are listed on Exhibit I
(as such exhibit may be amended from time to time upon the
recommendation of Xxxxxxxxxx Securities, subject to mutual
agreement of the parties) and (ii) the P/E Ratio of the
Company.
"Code" means the Internal Revenue Code of 1986, as
amended.
"Company Stock Option" means Employee's option to
purchase 55,000 shares of Common Stock, par value $.01 per
share, of the Company represented by the Non-Qualified Stock
Option Agreement between the Company and Employee, dated as
of May 1995 (or any amendment or successor thereto).
"Current Four Fiscal Quarters" as of any date
means the most recently ended fiscal quarter of the Company
and the three preceding fiscal quarters.
"Current Value" means the product, as of the
Terminal Date, of (i) aggregate Net Earnings of the FFS
Business for the Current Four Fiscal Quarters minus the
product of (x) the Imputed Earnings Rate and (y) the daily
average cumulative Additional Capital Contributions over the
Current Four Fiscal Quarters, and (ii) the Average P/E
Ratio.
"Exchange Act" means the Securities Exchange Act
of 1934, as amended.
"Exercise Price" means, with respect to each share
of FFS Common Stock subject to the FFS Option, an amount
equal to (i) 3.4126% times the Adjusted Initial Value
immediately before the Public Event, divided by (ii) the
number of shares of FFS Common Stock subject to the FFS
Option.
"Expiration Date" means the date that is ten years
after the date of this Agreement.
"FFS Business" means, as of the date hereof, the
business of FFS as defined in Exhibit II. At any time after
the date hereof, "FFS Business" will mean the FFS Business
as of the date hereof, as adjusted to reflect any changes to
the components of the business, each such change to be
described in sufficient detail to permit determination of
all appropriate income, expense and balance sheet
adjustments, if any, relating thereto all as set forth on
Exhibit II (as such exhibit may be amended from time to
time).
"FFS Common Stock" has the meaning assigned in
Section 3.01.
"FFS Option" has the meaning assigned in Section
3.01.
"Imputed Earnings Rate" at any time means the
product of (i) the average daily interest rate in effect on
the Company's revolving credit facility, and (ii) 100% minus
the effective income tax rate (expressed as a percentage)
for the FFS Business, all as calculated over the Current
Four Fiscal Quarters.
"Initial Value" means $12,964,000, which is the
agreed value of the FFS Business as of the date of this
Agreement calculated as set forth on Exhibit III.
"Net Earnings of the FFS Business" means the after-
tax income or loss of the FFS Business, as adjusted to
reflect all the expenses and costs of operating the FFS
Business, but without reduction for any interest charge for
amounts treated as capital of the FFS Business. The
calculation shall take into account intercompany charges for
transactions between the Company (or its subsidiaries and
affiliates) and the FFS Business, as determined on an arms'
length basis and mutually agreed to by the Company and
Employee.
"Option Percentage" means, as of the date of this
Agreement, 3.4126%; provided, however, that if, as a result
of an issuance of stock in any entity owning the FFS
Business after the date of this Agreement and prior to the
Public Event, the Company's ownership interest in such
entity is reduced below 100% and the consideration for such
issuance remains in the FFS Business, the "Option
Percentage" as of any date shall be the product of 3.4126%
and the Company's then-proportionate equity interest in such
entity.
"P/E Ratio" for any company and as of any date
means the ratio of (i) the closing price of the common stock
of such company on such date on the principal securities
exchange (or over-the-counter trading market) on which such
common stock is traded over (ii) the net earnings of such
company for the rolling four fiscal quarters immediately
preceding such date.
"Public Event" means the initial registration
under Section 12(b) or 12(g) of the Exchange Act of the
common equity securities of any entity conducting any
significant portion of the FFS Business and the sale or
distribution of such securities to the public.
"Public FFS" means the entity whose equity
securities are registered in the Public Event.
"Representative" means (i) in the case of
Employee's death, the person or persons to whom Employee's
rights under the FFS Option shall pass upon death, whether
by will or by the applicable laws of descent and
distribution, and (ii) in the case of disability, Employee's
guardian or legal representative.
"Retirement" means any termination of employment
with the Company or its affiliates or Public FFS other than
by death after the Employee's age plus completed years of
service equals 60 or more; provided, however, that if
Employee is less than age 65 on the date of termination of
employment, Employee must have completed at least 5 years of
service. For purposes of this definition, "years of
service" shall be calculated in accordance with the
Fingerhut Corporation Pension Plan as in effect on such date
of termination of employment.
"Terminal Date" means the earlier of (i) the last
date on which Employee is employed by the Company or Public
FFS (including their subsidiaries), whether such employment
has been terminated by reason of death, disability,
retirement, voluntary or involuntary termination or any
other reason, or (ii) the seventh anniversary of the date of
this Agreement.
"Total Disability" has the meaning given to
"permanent and total disability" in Section 22(e)(3) of the
Code, and shall be determined by the Board of Directors of
Public FFS, or any committee thereof, in its sole and
absolute discretion.
"VAR" has the meaning assigned in Section 2.01.
"VAR Percentage" means, as of the date of this
Agreement, 3.3%; provided, however, that if, as a result of
an issuance of stock in any entity owning the FFS Business
after the date of this Agreement and prior to the Public
Event, the Company's ownership interest in such entity is
reduced below 100% and the consideration for such issuance
remains in the FFS Business, the "VAR Percentage" as of any
date shall be the product of 3.3% and the Company's then-
proportionate equity interest in such entity.
"Vested FFS Common Stock" means, as of any date,
the number of shares of FFS Common Stock received by
Employee pursuant to exercise of the FFS Option equal to the
lesser of (i) the number of shares of FFS Common Stock
received by Employee as of such date pursuant to exercise of
the FFS Option or (ii) the product of (A) the total number
of shares of FFS Common Stock subject to the FFS Option and
(B) the Vested Percentage as of such date.
"Vested Percentage" means the percentage specified
below corresponding to the period of time from the date of
this Agreement to the date the Vested Percentage is being
determined:
Time Vested Percentage
One year or more 25%
Two years or more 50%
Three years or more 75%
Four years or more 100%
ARTICLE II
VALUE APPRECIATION RIGHT
SECTION 2.01. Grant of VAR. The Company hereby
grants Employee, subject to the terms and conditions of this
Agreement, a value appreciation right ("VAR") with respect
to the FFS Business. The VAR will be payable (if at all)
only on the Terminal Date.
SECTION 2.02. Amount Payable. The amount payable
to Employee under the VAR shall equal:
VAR Percentage x [(Current Value) - (Initial
Value x 2)] x Vested Percentage on Terminal Date
SECTION 2.03. Payment of VAR. (a) The Company
shall pay Employee in cash, in one lump-sum, the amount, if
any, due under the VAR within 10 business days of the
Terminal Date. In addition, the Company will pay Employee
interest on the amount due under the VAR from the Terminal
Date to the date of such payment, at a rate of interest
equal to the 6-month Treasury Xxxx in effect on the Terminal
Date.
(b) The Company shall withhold or collect from
Employee such amounts as are required by any applicable
federal or state income tax laws or regulations for payroll
withholding, income or other tax purposes.
SECTION 2.04. Transferability of VAR. The VAR
shall not be transferable by Employee, either voluntarily or
involuntarily, except by will or the laws of descent and
distribution. The VAR may not be transferred, assigned,
pledged or hypothecated, whether by operation of law or
otherwise, or be subject to attachment, execution or similar
process. Any attempt to do so shall void the VAR. The VAR
will be payable, during the lifetime of Employee, only to
Employee.
SECTION 2.05. Termination of VAR. The VAR will
lapse and no amounts will be payable thereunder (i) if
Employee or Representative exercises all or any part of the
Company Stock Option or (ii) if the FFS Option has been
granted to Employee.
ARTICLE III
FFS OPTION
SECTION 3.01. Grant of FFS Option. Upon the
occurrence of a Public Event, the Company will cause Public
FFS to grant Employee the right and option (the "FFS
Option") to purchase the number of shares of common stock of
Public FFS ("FFS Common Stock") equal to the product of the
Option Percentage (as of the date of the Public Event) and
the number of shares of FFS Common Stock issued and
outstanding immediately before the Public Event. The
exercise price shall be equal to the Exercise Price. The
FFS Option shall have the terms and conditions set forth in
this Agreement. The FFS Option is not intended to be an
incentive stock option within the meaning of Section 422 of
the Code.
SECTION 3.02. Exercisability of FFS
Option/Mandatory Exercise. (a) Except as otherwise provided
in Sections 3.04 and 3.05, the FFS Option may be exercised
by the Employee at any time during his period of employment
with Public FFS, but may not be exercised after the
termination of such employment for any reason.
(b) Upon the occurrence of a Public Event,
Employee shall exercise the FFS Option to the extent that
the FFS Common Stock to be received would be Vested FFS
Common Stock as of the date of the Public Event.
SECTION 3.03. Vesting of FFS Common Stock. (a)
Any FFS Common Stock received by Employee upon exercise of
the FFS Option that is then Vested FFS Common Stock, or that
becomes Vested FFS Common Stock during his period of
employment with Public FFS, shall not be subject to
forfeiture.
(b) Any FFS Common Stock received upon exercise of
the FFS Option will be forfeited at the time of the
following events unless it is Vested FFS Common Stock at
that time: (i) except as otherwise provided in Sections 3.04
and 3.05, upon Employee's termination of employment with
Public FFS on any date for any reason, or (ii)
notwithstanding Section 3.03(a), upon the exercise by
Employee or Representative of all or any part of the Company
Stock Option. Any FFS Common Stock issued pursuant to an
exercise of the FFS Option that is not Vested FFS Common
Stock as of the date of exercise shall bear a legend
specifying that such stock may be subject to forfeiture.
(c) If any FFS Common Stock is forfeited pursuant
to Section 3.03(b), Public FFS shall promptly return to the
Employee (without interest) the Exercise Price for such FFS
Common Stock.
SECTION 3.04. Termination of FFS Option.
(a) The FFS Option will terminate on the Expiration Date.
(b) The FFS Option will immediately terminate if
Employee or Representative exercises all or any part of the
Company Stock Option.
SECTION 3.05. Special Rules in the Case of
Termination of Employment. Subject in all cases to Sections
3.03(b)(ii) and 3.04:
(a) If Employee's employment with Public FFS is
terminated by reason of Employee's death, Total Disability
or Retirement, (i) the FFS Option may be exercised by
Employee or Representative at any time before the expiration
of three years after the date of termination, (ii) any FFS
Common Stock received upon such exercise (whether or not
Vested FFS Common Stock) shall not be subject to forfeiture
and (iii) any FFS Common Stock received by Employee upon
exercise of the FFS Option while employed by Public FFS
shall not be subject to forfeiture.
(b) If Employee's employment with Public FFS is
terminated by reason of Employee's disability (other than
Total Disability), as may be determined by the Board of
Directors of Public FFS, or any committee thereof, in its
sole and absolute discretion, (i) the FFS Option may be
exercised by Employee at any time before the expiration of
one year after the date of such termination but only to the
extent that the FFS Common Stock to be received would have
been Vested FFS Common Stock if Employee had exercised the
FFS Option immediately prior to such termination and
(ii) any FFS Common Stock received upon such exercise shall
not be subject to forfeiture.
(c) If Employee's employment with Public FFS is
voluntarily terminated by Employee for any reason other than
as described in Section 3.05(a) or (b), (i) the FFS Option
may be exercised by Employee at any time before the
expiration of 90 days after such termination but only to the
extent that the FFS Common Stock to be received would have
been Vested FFS Common Stock if Employee had exercised the
FFS Option immediately prior to such termination and
(ii) any FFS Common Stock received upon such exercise shall
not be subject to forfeiture; provided, however, that if,
immediately prior to such termination of employment,
Employee was an "officer" as defined in Rule 16a-1(f)
promulgated under the Exchange Act, the 90-day period of
exercisability shall be extended to seven months from the
date of such termination of employment.
(d) If Employee's employment with Public FFS is
terminated for any reason other than as described in Section
3.05(a), (b) or (c), (i) the FFS Option may be exercised by
Employee at any time before the expiration of 90 days after
such termination but only to the extent that the FFS Common
Stock to be received would have been Vested FFS Common Stock
if Employee had exercised the FFS Option as an employee of
Public FFS on the date that is 90 days after such
termination, (ii) any FFS Common Stock received upon such
exercise shall not be subject to forfeiture and (iii) any
FFS Common Stock received by Employee upon exercise of the
FFS Option while employed by Public FFS that would have
become Vested FFS Common Stock had Employee remained
employed by Public FFS for the 90-day period following such
termination shall not be subject to forfeiture; provided,
however, that if, immediately prior to such termination of
employment, Employee was an "officer" as defined in
Rule 16a-1(f) promulgated under the Exchange Act, the 90-day
period of exercisability referred to in clause (i) (but not
the additional vesting) shall be extended to seven months
from the date of such termination of employment;
(e) If Employee dies or becomes disabled (as may
be determined by the Board of Directors of Public FFS, or
any committee thereof, in its sole and absolute discretion)
after termination of employment with Public FFS during a
period when the FFS Option is exercisable pursuant to
Section 3.05(a) through (d), (i) the FFS Option may be
exercised by Employee or Representative at any time before
the expiration of one year after the date of death or the
onset of such disability (or within such longer period as
may be provided by Section 3.05(a) through (d)) but only to
the extent that the FFS Common Stock to be received would
have been Vested FFS Common Stock if Employee had exercised
the FFS Option on the date of death or the onset of such
disability and (ii) any FFS Common Stock received upon such
exercise shall not be subject to forfeiture.
(f) Notwithstanding the foregoing provisions of
this Section 3.05, the Board of Directors of Public FFS, or
any committee thereof, shall have the authority, on a case
by case basis and in its sole and absolute discretion, for
purposes of this Article III, to treat Employee as having
been employed by Public FFS for a period of up to two years
following the termination of employment of Employee for any
reason.
SECTION 3.06. Rights as Shareholder. Employee
will not have any of the rights of a shareholder with
respect to the FFS Common Stock subject to the FFS Option
unless and until such FFS Common Stock has been issued to
Employee upon the proper exercise of the FFS Option. Upon
proper exercise of the FFS Option, Employee will have all
the rights of a shareholder with respect to the FFS Common
Stock received regardless of whether such FFS Common Stock
is Vested FFS Common Stock. Employee shall have no rights
as a shareholder with respect to any FFS Common Stock that
is forfeited pursuant to the provisions of this Agreement.
SECTION 3.07. Investment Representation.
Employee hereby represents and agrees that any FFS Common
Stock that Employee may acquire pursuant to exercise of the
FFS Option will be acquired for long-term investment
purposes and not with the view toward the distribution or
sale thereof in a public offering within the meaning of the
Securities Act of 1933. Employee acknowledges that at the
time of acquisition such FFS Common Stock will not be
registered under either the Federal or applicable state
securities laws, and that Public FFS will be relying upon
the foregoing investment representation in agreeing to issue
such FFS Common Stock to Employee, and may require similar
investment representations at the time of issuance.
Employee acknowledges that the transferability of such FFS
Common Stock will be subject to restrictions imposed by all
applicable Federal and state securities laws and agrees that
the certificates evidencing such FFS Common Stock may be
imprinted with an appropriate legend setting forth such
restrictions on transferability.
SECTION 3.08. Manner of Exercise of the FFS
Option. (a) The FFS Option can be exercised only by
Employee or Representative in whole or in part by written
notice to Public FFS at its principal executive office
addressed to the attention of its General Counsel. The
notice must specify employee's election to exercise the FFS
Option and the number of shares of FFS Common Stock in
respect of which it is being exercised, and shall be signed
by Employee. Public FFS shall not, however, be required to
sell or issue any FFS Common Stock pursuant to the FFS
Option if the issuance of such FFS Common Stock would
constitute a violation by Employee or Public FFS of any
applicable law or regulation of any governmental authority.
(b) Notice of exercise of the FFS Option by
Employee shall be accompanied by payment of the full
exercise price for the shares of FFS Common Stock designated
in the notice, together with payment of the amount
determined by Public FFS to be necessary to satisfy any
applicable Federal, state and local tax withholding
requirements arising from the exercise of the FFS Option.
Public FFS shall issue and deliver a certificate or
certificates representing such shares of FFS Common Stock as
soon as practicable after such notice and payments are
received. Payment of such exercise price shall be made
(i) in cash or by check or wire transfer payable to the
order of Public FFS, (ii) by tendering to Public FFS shares
of FFS Common Stock having a fair market value equal to the
Exercise Price or (iii) by providing Public FFS with a copy
of irrevocable instructions to a broker to deliver to Public
FFS on the date of exercise the amount of sale proceeds to
pay the exercise price and any withholding taxes. Payment
by the Employee of any required amount of withholding for
tax purposes (including any withholding that may be required
after the date of exercise of the FFS Option) shall be made
in cash or by check or wire transfer payable to the order of
Public FFS.
The certificate or certificates for the FFS Common
Stock as to which the FFS Option shall have been so
exercised shall be registered in the name of Employee or
Representative or at the direction of Employee or
Representative and shall be delivered as aforesaid to or
upon written order of such person or persons. In the event
that the FFS Option shall be exercised by any person or
persons other than Employee, such notice shall be
accompanied by appropriate proof of the authority and right
of such person or persons to exercise the FFS Option. All
FFS Common Stock purchased upon the proper exercise of the
FFS Option shall be fully paid and nonassessable.
SECTION 3.09. Adjustments. If there is any
change in the FFS Common Stock through merger,
consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate
structure of Public FFS, appropriate adjustments shall be
made by Public FFS in the number and the price of the FFS
Common Stock in order to prevent dilution or enlargement of
the option rights granted thereunder. Any such adjustments
shall be made in accordance with the provisions of Treasury
regulation section 1.425-1.
SECTION 3.10. Reservation of Shares. Public FFS
will be obligated at all times during the term of the FFS
Option to reserve and keep available such number of shares
of FFS Common Stock as will be sufficient to satisfy the
requirements of the FFS Option.
SECTION 3.11. Non-Transferability of FFS Option.
(a) Except as provided in Section 3.11(b), the FFS Option
shall not be transferable by Employee, either voluntarily or
involuntarily, except by will or the laws of descent and
distribution. The FFS Option may not be transferred,
assigned, pledged or hypothecated, whether by operation of
law or otherwise, or be subject to attachment, execution or
similar process. Any attempt to do so shall void the FFS
Option. During the lifetime of Employee, the FFS Option may
be exercised only by Employee or Representative or by a
permitted transferee pursuant to a transfer described in
Section 3.11(b).
(b) To the extent such transfers are not
restricted by Rule 16b-3 promulgated under the Exchange Act,
the Board of Directors of Public FFS, or any committee
thereof, in its sole and absolute discretion, may establish,
as permitted by applicable law, rules and conditions under
which Employee may transfer the FFS Option to any member of
Employee's "immediate family" (as such term is defined in
Rule 16a-1(e) promulgated under the Exchange Act), to a
trust whose beneficiaries are members of Employee's
"immediate family" or to or for the benefit of an
organization exempt from Federal income tax pursuant to
Section 501 of the Code.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. No Right to Continued Employment.
This Agreement shall not confer on Employee any right with
respect to continuance of employment with the Company or any
subsidiary of the Company, nor will it interfere in any way
with the right of the Company to terminate such employment
at any time.
SECTION 4.02. Arbitration. (a) Any controversy
or claim arising between the parties in connection with this
Agreement, the VAR, the FFS Option or the Company Stock
Option, including determinations of the Adjusted Initial
Value and the Current Value, shall be resolved by binding
arbitration in accordance with the terms and conditions of
this Section 4.03.
(b) This agreement to arbitrate shall continue
in full force and effect despite the expiration, rescission
or termination of the VAR, the FFS Option or the Company
Stock Option. All arbitration shall be undertaken pursuant
to the Federal Arbitration Act, and the decision of the
arbitrator(s) shall be enforceable in any court of competent
jurisdiction. The parties knowingly and voluntarily waive
their rights to have their dispute tried and adjudicated by
a judge or jury. The arbitrator(s) shall apply the law of
the State of Minnesota and the arbitration shall be held in
Minneapolis, Minnesota.
(c) Any party may demand arbitration by sending
written notice to the other party. The arbitration and the
selection of the arbitrator(s) shall be conducted in
accordance with such rules as may be agreed upon by the
parties, or, failing agreement within 30 days after
arbitration is demanded, under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA"), as
such rules may be modified by this Agreement. In any
dispute which involves more than One Million Dollars
($1,000,000) in damages, if the parties are unable to agree
upon a single arbitrator within 60 days, three arbitrators
shall be used. Unless the parties agree otherwise, they
shall be limited in their discovery to directly relevant
documents. Responses or objections to a document request
shall be served 20 days after receipt of the request. The
arbitrator(s) shall resolve any discovery disputes.
(d) The arbitrator(s) shall have the authority to
award actual money damages (with interest on unpaid amounts
from the date due), specific performance and temporary
injunctive relief, but the arbitrator(s) shall not have the
authority to award exemplary or punitive damages, and the
parties expressly waive any claimed right to such damages.
The arbitration shall be of each party's individual claims
only, and no claim of any other party shall be subject to
arbitration in such proceeding. The costs of arbitration,
but not the costs and expenses of the parties, shall be
shared equally by the parties. If a party fails to proceed
with arbitration, unsuccessfully challenges the arbitration
award or fails to comply with the arbitration award, the
other party is entitled to costs, including reasonable
attorney's fees, for having to compel arbitration or defend
or enforce the award. Except as otherwise required by law,
the parties and the arbitrator(s) agree to maintain as
confidential all information or documents obtained during
the arbitration process, including the resolution of the
dispute.
SECTION 4.03. Severability. It is intended that
each provision of this Agreement shall be viewed as separate
and divisible. In the event that any provision hereof shall
be held invalid or unenforceable, the remaining provisions
of this Agreement shall continue to be in full force and
effect.
SECTION 4.04. Governing Law. This Agreement
shall be construed in accordance with the laws of the State
of Minnesota.
SECTION 4.04. Further Assurances. Each party
hereto agrees to execute and deliver such further
instruments and to take such other action as shall be
reasonably required to carry out the intent and purposes of
this Agreement.
SECTION 4.05. Counterparts. This Agreement may
be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same document.
SECTION 4.06. Amendment. This Agreement may not
be amended or modified by the parties hereto in any manner,
except by written instrument signed by both parties hereto.
SECTION 4.07. Binding Effect; Assignment. This
Agreement shall be binding upon the successors and assigns
of the parties hereto and, upon the occurrence of a Public
Event, shall be binding upon Public FFS (which shall be
deemed to be a party to this Agreement). This Agreement
shall not be assigned by either party hereto without the
express written consent of the other party.
SECTION 4.08. Entire Agreement. This Agreement
constitutes the entire understanding between the parties
hereto with respect to the matters specifically covered
herein and supersedes all previous written, oral or implied
understandings between the parties hereto with respect to
the subject matter hereof.
IN WITNESS WHEREOF, the Company and Employee have
executed this Agreement as of the date set forth in the
first paragraph.
FINGERHUT COMPANIES, INC.
By
Name: Xxxx X. Xxxxxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
Xxxxxx X. Xxxxxx
