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EXHIBIT 10.8
OPTION AGREEMENT
VALUEVISION INTERNATIONAL, INC.
TO
XXXXXX X. XXXXXXXXX
OPTION AGREEMENT made as of 3rd day of June, 1994, between ValueVision
International, Inc., a Minnesota corporation ("ValueVision"), and Xxxxxx X.
Xxxxxxxxx, a director of ValueVision ("Director").
WHEREAS, ValueVision desires, by affording Director an opportunity to
purchase its shares of Class A Common Stock, $0.01 par value ("Shares"), as
provided therein, which Agreement was created to carry out the resolution of the
Board of Directors of ValueVision which grant an option to Director as
recognition of his efforts in serving on the Board of Directors of ValueVision.
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 Director
the right and option, hereinafter called the Option, to purchase all or any part
of an aggregate of forty thousand (40,000)
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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 $4.125 per Share, which price is the average between the closing
"bid" and "ask" price of one Share on the NASDAQ System on June 2, 1994, which
is the last trade date prior to the date hereof.
3. Exercise of Option. The right to exercise the Option in whole or in
part, shall be effective on or after June 3, 1995 and shall continue thereafter
until midnight, central time, June 3, 2000, except as otherwise specifically
limited herein. 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.
Director, 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 him
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 Director, only by Director. More particularly
(but without limiting the generality of the foregoing), the Option may not be
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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.
5. Exercise Upon Death. If Director dies while the Option remains in
effect, the Option may be exercised (to the extent that Director shall have been
entitled to do so at the date of his death) by the legatee or legatees of
Director 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.
6. 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
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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.
7. 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)
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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.
8. Investment Certificate and Registration. Prior to the receipt of
the certificates pursuant to the exercise of the Option granted hereunder,
Director shall agree to hold the Shares acquired by exercise of the Option
for investment and not with a view to resale or distribution thereof to the
public, and shall deliver to ValueVision a certificate to that effect. Nothing
in this Agreement shall require ValueVision to register the Option or the
Shares purchased upon the exercise of said Option.
9. General. ValueVision shall at all times during the term of the
Option reserve and keep available such number of Shares as
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will be sufficient to satisfy the requirements of this Option Agreement.
10. Prior Agreements. This Agreement supercedes all other agreements
and understandings between the parties hereto addressing the issues set forth
herein and constitutes the full and complete understandings of the parties.
IN WITNESS WHEREOF, ValueVision and Employee have executed this
Agreement as of the date first written above.
VALUEVISION INTERNATIONAL, INC.
By Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx,
Chief Executive Officer
Director:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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