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EXHIBIT 10.25
OPTION AGREEMENT
VALUEVISION INTERNATIONAL, INC.
TO
XXXX XXXXXXX
OPTION AGREEMENT made effective as of the 4th day of September, 1996,
between ValueVision International, Inc., a Minnesota corporation
("ValueVision"), and XXXX XXXXXXX, a director of ValueVision ("Director").
WHEREAS, ValueVision desires, by affording Director an opportunity to
purchase its shares of 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 twenty five
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thousand (25,000) Shares (such number being subject to adjustment as provided
in paragraph 7 hereof) on the terms and conditions herein set forth.
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2. Purchase Price. The purchase price per share of the Shares
covered by the Option shall be $5.75 per Share, which price is equal to the
last price on the NASDAQ System of one share of ValueVision's Common Stock on
the last trade date prior to the date hereof first written above.
3. Exercise of Option. The options will vest one year from date
of grant or in a year in which the Company records net income, except such
options will not vest sooner than 12 months from date of grant. The right to
exercise the vested options in whole or in part, shall be five (5) years from
the date of vesting except as otherwise specifically limited herein. The
purchase price for 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 class shall be issued in respect of outstanding
Shares, or Shares shall be changed into the same or a different number of
Shares of
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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) 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
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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 will be
sufficient to satisfy the requirements of this option Agreement.
10. Prior Agreements. This Agreement supersedes all other
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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 Director have executed this
Agreement as of the date first written above.
VALUEVISION INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
Director:
/s/ Xxxx X. Xxxxxxx
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