EXHIBIT 4.4
FIRST AMENDMENT
TO
NON-QUALIFIED STOCK OPTION LETTER AGREEMENT
THIS FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION LETTER AGREEMENT
(this "Amendment") is made and entered into as of March 29, 2002 but shall be
effective as of February 8, 2002, between Sunrise Television Corp., a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxxxx, Xx. ("Director").
WHEREAS, Director is a member of the Board of Directors of the Company;
WHEREAS, the Company and Director entered into the Non-Qualified Stock
Option Letter Agreement dated as of February 8, 2002 (the "Option Agreement"),
pursuant to which, among other things, the Company granted Director an option to
purchase 3,000 shares of the Company's class B common stock, par value $0.01 per
share, at an exercise price of $61.41 per share; and
WHEREAS, the Company and Director desire to amend the Option Agreement
to reduce the exercise price from $61.41 per share to $12.88 per share.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendments.
(a) The first sentence of the first paragraph of the
Option Agreement is hereby amended by deleting such sentence in its
entirety and by substituting in lieu thereof the following sentence:
"We are pleased to inform you that
you have been selected by Sunrise
Television Corp. (the "Company") to receive
a non-qualified option (the "Option") of
the Company under the Company's 2002 Stock
Option Plan (the "Plan") to purchase 3,000
shares of the Company's Class B Common
Stock, par value $0.01 per share (the
"Common Stock"), at an exercise price of
$12.88 per share."
(b) The Notice of Exercise of Non-Qualified Stock Option
attached to the Option Agreement is hereby deleted in its entirety and
by substituting in lieu thereof the Notice of Exercise of Non-Qualified
Stock Option attached hereto as EXHIBIT A.
2. Certain Definitions. Capitalized terms used without definition
in this Amendment have the meanings set forth in the Option Agreement (as
amended hereby).
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
will constitute one and the same instrument, and the signature of any party to
any counterpart shall be deemed a signature to, and maybe appended to, any other
counterpart.
4. Effect; Governing Law. Except as specifically amended by this
Amendment, the Option Agreement shall remain in full force and effect. This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their successors and permitted assigns. This Amendment shall be
governed by and construed in accordance with the laws of the State of Delaware,
regardless of the laws that might otherwise govern under the applicable
conflicts-of-laws principles thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
SUNRISE TELEVISION CORP.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.
EXHIBIT A
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
To: Sunrise Television Corp.
I, a resident of the State of ____________________, hereby exercise my
non-qualified stock option granted by Sunrise Television Corp. (the "Company")
subject to all the terms and provisions thereof and of the Company's 2002 Stock
Option Plan referred to therein, and notify the Company of my desire to purchase
__________ shares of Class B Common Stock (the "Securities") of the Company at
the exercise price of $12.88 per share, which were offered to me pursuant to my
non-qualified stock option.
I hereby represent and warrant that I have (i) been furnished with a
copy of the Plan and all information that I deem necessary to evaluate the
merits and risks of the purchase of the Securities; (ii) had the opportunity to
ask questions and receive answers concerning the information that I have
received regarding the Securities and Sunrise; and (iii) been given the
opportunity to obtain any additional information I deem necessary to verify the
accuracy of any information obtained concerning the Securities and Sunrise.
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Social Security Number Eligible Non-Employee Signature
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Print Name
Date:
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Address:
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SUNRISE TELEVISION CORP.
By:
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Name:
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Title:
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