EXHIBIT 10.3
STOCK OPTION AGREEMENT (NATIONAL MEDIA)
STOCK OPTION AGREEMENT, dated as of January 5, 1998 (the "Agreement"),
between NATIONAL MEDIA CORPORATION, a Delaware corporation (the "Grantee"), and
VALUEVISION INTERNATIONAL, INC., a Minnesota corporation (the "Grantor").
WHEREAS, the Grantee, ▇-▇ HOLDINGS CORP., a newly-formed Delaware
corporation ("Parent"), and the Grantor are entering into an Agreement and Plan
of Reorganization and Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, for the merger (the "National
Media Merger") of a wholly-owned subsidiary of Parent with and into the Grantee
and the merger (the "ValueVision Merger") of another wholly-owned subsidiary of
Parent with and into the Grantor, such that the Grantee and the Grantor will
become wholly-owned subsidiaries of Parent and the stockholders of the Grantee
and the Grantor will become stockholders of Parent (the National Media Merger
and the ValueVision Merger collectively, the "Mergers");
WHEREAS, pursuant to a Stock Option Agreement dated as of the date
hereof between the Grantee and the Grantor, the Grantee has granted the Grantor
an option to acquire shares of common stock of the Grantee on terms that are
substantially similar to the terms of this Agreement (the "ValueVision
Option");
WHEREAS, as a condition and inducement to their willingness to enter
into the Merger Agreement and the ValueVision Option, the Grantee and Parent
have requested that the Grantor grant to the Grantee an option to purchase
5,579,119 shares of Common Stock, par value $0.01 per share, of the Grantor
(the "Common Stock"), upon the terms and subject to the conditions hereof; and
WHEREAS, in order to induce the Grantee to enter into the Merger
Agreement and grant the ValueVision Option, the Grantor is willing to grant the
Grantee the requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. The Option; Exercise; Adjustments; Payment of Spread.
(a) Contemporaneously herewith the Grantee, Parent and the
Grantor are entering into the Merger Agreement. Subject to the other terms and
conditions set forth herein, the Grantor hereby grants to the Grantee an
irrevocable option (the "Option") to purchase up to 5,579,119 as adjusted as
provided herein) shares of Common Stock (the "Shares") at a per share cash
purchase price equal to the lower of (i) $3.875 per Share or (ii) the average
closing sales price of the Common Stock on the Nasdaq National Market
("Nasdaq") for the five consecutive trading days beginning on and including the
day that the Mergers are publicly announced (as adjusted as provided herein)
(such lower price being the "Purchase Price"). The Option may be exercised by
the Grantee, in whole or in part, at any time, or from time to time,
following the occurrence of one of the events set forth in Section 2(c) hereof
and prior to the termination of the Option in accordance with the terms of this
Agreement.
(b) In the event the Grantee wishes to exercise the Option,
the Grantee shall send a written notice to the Grantor (the "Stock Exercise
Notice") specifying a date (subject to the HSR Act (as defined below)) not
later than 10 business days and not earlier than the next business day
following the date such notice is given for the closing of such purchase. In
the event of any change in the number of issued and outstanding shares of
Common Stock by reason of any stock dividend, stock split, split-up,
reclassification, recapitalization, merger or other change in the corporate or
capital structure of the Grantor, the number of Shares subject to this Option
and the purchase price per Share shall be appropriately adjusted to restore the
Grantee to its rights hereunder, including its right to purchase Shares
representing 19.9% of the capital stock of the Grantor entitled to vote
generally for the election of the directors of the Grantor which is issued and
outstanding immediately prior to the exercise of the Option at an aggregate
purchase price equal to the Purchase Price multiplied by 5,579,119. In the
event that any additional shares of Common Stock are issued after the date of
this Agreement (other than pursuant to an event described in the preceding
sentence), the number of Shares subject to this Option shall be increased by
19.9% of the number of the additional shares of Common Stock so issued (and
such additional Shares shall have a purchase price per share equal to the
Purchase Price).
(c) If at any time the Option is then exercisable pursuant
to the terms of Section 1(a) hereof, the Grantee may elect, in lieu of
exercising the Option to purchase Shares provided in Section 1(a) hereof, to
send a written notice to the Grantor (the "Cash Exercise Notice") specifying a
date not later than 20 business days and not earlier than 10 business days
following the date such notice is given on which date the Grantor shall pay to
the Grantee an amount in cash equal to the Spread (as hereinafter defined)
multiplied by all or such portion of the Shares subject to the Option as
Grantee shall specify. As used herein "Spread" shall mean the excess, if any,
over the Purchase Price of the higher of (x) if applicable, the highest price
per share of Common Stock (including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by any person in an Alternative Transaction
(as defined in clause (i), (ii) or (iii) of Section 7.3(e) of the Merger
Agreement) (the "Alternative Purchase Price") or (y) the closing sales price of
the shares of Common Stock on the Nasdaq on the last trading day immediately
prior to the date of the Cash Exercise Notice (the "Closing Price"). If the
Alternative Purchase Price includes any property other than cash, the
Alternative Purchase Price shall be the sum of (i) the fixed cash amount, if
any, included in the Alternative Purchase Price plus (ii) the fair market value
of such other property. If such other property consists of securities with an
existing public trading market, the average of the closing sales prices (or the
average of the closing bid and asked prices if closing sales prices are
unavailable) for such securities in their principal public trading market on
the five trading days ending five days prior to the date of the Cash Exercise
Notice shall be deemed to equal the fair market value of such property. If
such other property consists of something other than cash or securities with an
existing public trading market and, as of the payment date for the Spread,
agreement on the value of such other property has not been reached, the
Alternative Purchase Price shall be deemed to equal the Closing Price. Upon
exercise of the Grantee's right to receive cash pursuant to this Section 1(c)
and the payment of such cash to the Grantee, the obligations of the Grantor to
deliver Shares pursuant to
2
Section 3 shall be terminated with respect to such number of Shares for which
the Grantee shall have elected to be paid the Spread.
2. Conditions to Delivery of Shares. The Grantor's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(a) No preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in the United
States prohibiting the delivery of the Shares shall be in effect; and
(b) Any applicable waiting periods under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") shall have
expired or been terminated, applicable approvals of the Federal Communications
Commission ("FCC") pursuant to the Communications Act of 1934, as amended (the
"Communications Act") shall have been obtained, and all other consents,
approvals, orders, notifications or authorizations, the failure of which to
obtain or make would have the effect of making the issuance of the Shares
illegal (collectively, the "Regulatory Approvals") shall have been obtained or
made; and
(c) (i) a proposal for an Alternative Transaction involving
the Grantor shall have been publicly announced prior to the time the Merger
Agreement is terminated pursuant to the terms thereof (the "Merger Termination
Date") and one or more of the following events shall have occurred on or after
the time of the making of such proposal: (A) the requisite vote of the
stockholders of the Grantor in favor of adoption and approval of the Merger
Agreement shall not have been obtained at the ValueVision Stockholders' Meeting
(as defined in Section 3.16 of the Merger Agreement) or any adjournment or
postponement thereof; (B) the Board of Directors of the Grantor shall have
withdrawn or modified its recommendation of the Merger Agreement or the
ValueVision Merger or failed to confirm its recommendation of the Merger
Agreement or the ValueVision Merger to the stockholders of the Grantor within
ten business days after a written request by the Grantee to do so; (C) the
Board of Directors of the Grantor shall have recommended to the stockholders of
the Grantor an Alternative Transaction; (D) a tender offer or exchange offer
for 20% or more of the outstanding shares of Grantor Common Stock shall have
been commenced (other than by the Grantee or an affiliate of the Grantee) and
the Board of Directors of the Grantor shall have recommended that the
stockholders of the Grantor tender their shares in such tender or exchange
offer; or (E) for any reason Grantor shall have failed to call and hold the
ValueVision Stockholders' Meeting by the Outside Date (as defined in Section
7.1(b) of the Merger Agreement; provided, however, that the Option may not be
exercised if the Grantee is in material breach of any of its material
representations, warranties, covenants or agreements contained in this
Agreement or in the Merger Agreement; or (ii) the Merger Agreement shall have
been terminated by the Grantee pursuant to Section 7.1(g) of the Merger
Agreement.
3. The Closing.
(a) Any closing hereunder shall take place on the date
specified by the Grantee in its Stock Exercise Notice or Cash Exercise Notice,
as the case may be, at 11:00 A.M., Eastern Standard Time, at the offices of
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, or, if the conditions set forth in Section 2(a) or 2(b)
have not then been satisfied, on the second business day following the
satisfaction of such conditions, or at such other time and place as the parties
hereto may agree (the "Closing Date"). On the Closing Date, (i) in the event
of a closing pursuant to Section 1(b) hereof, the Grantor will deliver to the
Grantee a certificate or certificates, duly endorsed (or accompanied by duly
executed stock powers), representing the Shares in the denominations designated
by the Grantee in its Stock Exercise Notice and the Grantee will purchase such
Shares from the Grantor at the price per Share equal to the Purchase Price or
(ii) in the event of a closing pursuant to Section 1(c) hereof, the Grantor
will deliver to the Grantee cash in an amount determined pursuant to Section
1(c) hereof. Any payment made by the Grantee to the Grantor, or by the Grantor
to the Grantee, pursuant to this Agreement shall be made by certified or
official bank check or by wire transfer of federal funds to a bank designated
by the party receiving such funds.
(b) The certificates representing the Shares may bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act").
4. Representations And Warranties of the Grantor. The Grantor
represents and warrants to the Grantee that (a) the Grantor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Minnesota and has the requisite corporate power and authority to enter
into and perform this Agreement; (b) the execution and delivery of this
Agreement by the Grantor and the consummation by it of the transactions
contemplated hereby have been duly authorized by the Board of Directors of the
Grantor and this Agreement has been duly executed and delivered by a duly
authorized officer of the Grantor and constitutes a valid and binding
obligation of the Grantor, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles; (c) the Grantor has taken all
necessary corporate action to authorize and reserve the Shares issuable upon
exercise of the Option and the Shares, when issued and delivered by the Grantor
upon exercise of the Option, will be duly authorized, validly issued, fully
paid and non-assessable and free of preemptive rights; (d) except as otherwise
required by the HSR Act and other than any filings required under the blue sky
laws of any states or by the Communications Act and Nasdaq, the execution and
delivery of this Agreement by the Grantor and the issuance of Shares upon
exercise of the Option do not require the consent, waiver, approval or
authorization of or any filing with any person or public authority and will not
violate, result in a breach of or the acceleration of any obligation under, or
constitute a default under, any provision of any charter or by-law, indenture,
mortgage, lien, lease, agreement, contract, instrument, order, law, rule,
regulation, judgment, ordinance, or decree, or restriction by which the Grantor
or any of its subsidiaries or any of their respective properties or assets is
bound; and (e) no "fair price", "moratorium" or other form of antitakeover
statute or regulation (including, without limitation, the restrictions on
"business combinations" and "control share acquisitions" set forth in Section
302A.673 and 302A.671, respectively, of the Minnesota Business Corporation Act)
is or shall be applicable to the acquisition of Shares pursuant to this
Agreement (and the Board of Directors of Grantor has taken all action to
approve the acquisition of the Shares to the extent necessary to avoid such
application).
4
5. Representations and Warranties of the Grantee. The Grantee
represents and warrants to the Grantor that (a) the execution and delivery of
this Agreement by the Grantee and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Grantee and this Agreement has been duly executed and
delivered by a duly authorized officer of the Grantee and will constitute a
valid and binding obligation of Grantee; and (b) the Grantee is acquiring the
Option after the Grantee has been afforded the opportunity to obtain, and has
obtained, sufficient information regarding the Grantor to make an informed
investment decision with respect to the Grantee's purchase of the Shares
issuable upon the exercise thereof, and, if and when the Grantee exercises the
Option, it will be acquiring the Shares issuable upon the exercise thereof for
its own account and not with a view to distribution or resale in any manner
which would be in violation of the Securities Act.
6. Quotation of Shares; HSR Act Filings; Regulatory Approvals.
Subject to applicable law and the rules and regulations of the Nasdaq, the
Grantor will promptly file an application to have the Shares quoted on the
Nasdaq and will use its best efforts to obtain approval of such quotation and
to file all necessary filings by the Grantor under the HSR Act and the
Communications Act; provided, however, that if the Grantor is unable to effect
such quotation on the Nasdaq by the Closing Date, the Grantor will nevertheless
be obligated to deliver the Shares upon the Closing Date. Each of the parties
hereto will use its best efforts to obtain consents of all third parties and
all Regulatory Approvals, if any, necessary to the consummation of the
transactions contemplated.
7. Repurchase of Shares; Sale of Shares. At any time following the
Grantor's receipt of a Stock Exercise Notice, the Grantor shall have, on or
after the closing date of the purchase under the Stock Exercise Notice, the
right to purchase (the "Repurchase Right") all, but not less than all, of the
Shares then beneficially owned by the Grantee or any of its affiliates at a
price per share equal to the greater of (i) the Purchase Price, or (ii) the
average of the closing sales prices for shares of Common Stock on the twenty
trading days ending five days prior to the date the Grantor gives written
notice of its intention to exercise the Repurchase Right. If the Grantor does
not exercise the Repurchase Right within thirty days following the Grantor's
receipt of a Stock Exercise Notice, the Repurchase Right terminates. In the
event the Grantor wishes to exercise the Repurchase Right, the Grantor shall
send a written notice to the Grantee specifying a date (not later than 10
business days and not earlier than the next business day following the date
such notice is given) for the closing of such purchase.
8. Registration Rights.
(a) In the event that the Grantee shall desire to sell any
of the Shares within two years after the purchase of such Shares pursuant
hereto, and such sale requires, in the opinion of counsel to the Grantee, which
opinion shall be reasonably satisfactory to the Grantor and its counsel,
registration of such Shares under the Securities Act, the Grantor will
cooperate with the Grantee and any underwriters in registering such Shares for
resale, including, without limitation, promptly filing a registration statement
which complies with the requirements of applicable federal and state securities
laws, entering into an underwriting agreement with such underwriters upon such
terms and conditions as are customarily contained in underwriting
5
agreements with respect to secondary distributions; provided that the Grantor
shall not be required to have declared effective more than two registration
statements hereunder and shall be entitled to delay the filing or effectiveness
of any registration statement for up to 120 days if the offering would, in the
judgment of the Board of Directors of the Grantor, require premature disclosure
of any material corporate development or otherwise interfere with or adversely
affect any pending or proposed offering of securities of the Grantor or any
other material transaction involving the Grantor.
(b) If the Common Stock is registered pursuant to the
provisions of this Section 8, the Grantor agrees (i) to furnish copies of the
registration statement and the prospectus relating to the Shares covered
thereby in such numbers as the Grantee may from time to time reasonably request
and (ii) if any event shall occur as a result of which it becomes necessary to
amend or supplement any registration statement or prospectus, to prepare and
file under the applicable securities laws such amendments and supplements as
may be necessary to keep effective for at least 180 days a prospectus covering
the Common Stock meeting the requirements of such securities laws, and to
furnish the Grantee such numbers of copies of the registration statement and
prospectus as amended or supplemented as may reasonably be requested. The
Grantor shall bear the cost of the registration, including, but not limited to,
all registration and filing fees, printing expenses, and fees and disbursements
of counsel and accountants for the Grantor, except that the Grantee shall pay
the fees and disbursements of its counsel, the underwriting fees and selling
commissions applicable to the shares of Common Stock sold by the Grantee. The
Grantor shall indemnify and hold harmless Grantee, its affiliates and its
officers, directors and controlling persons from and against any and all
losses, claims, damages, liabilities and expenses arising out of or based upon
any statements contained or incorporated by reference in, and omissions or
alleged omissions from, each registration statement filed pursuant to this
paragraph; provided, however, that this provision does not apply to any loss,
liability, claim, damage or expense to the extent it arises out of any untrue
statement or omission made in reliance upon and in conformity with written
information furnished to the Grantor by the Grantee, its affiliates and its
officers expressly for use in any registration statement (or any amendment
thereto) or any preliminary prospectus filed pursuant to this paragraph. The
Grantor shall also indemnify and hold harmless each underwriter and each person
who controls any underwriter within the meaning of either the Securities Act or
the Securities Exchange Act of 1934, as amended, against any and all losses,
claims, damages, liabilities and expenses arising out of or based upon any
statements contained or incorporated by reference in, and omissions or alleged
omissions from, each registration statement filed pursuant to this paragraph;
provided, however, that this provision does not apply to any loss, liability,
claim, damage or expense to the extent it arises out of any untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Grantor by the underwriters expressly for use in any
registration statement (or any amendment thereto) or any preliminary prospectus
filed pursuant to this paragraph.
9. Profit Limitation.
(a) Notwithstanding any other provision of this Agreement,
in no event shall the Grantee's Total Profit (as hereinafter defined) exceed
$7.5 million and, if it does
6
exceed such amount, the Grantee, at its sole election, shall, within five
business days, either (a) deliver to the Grantor for cancellation Shares
(valued, for the purposes of this Section 9(a), at the average closing sales
price of the Common Stock on the Nasdaq for the twenty consecutive trading days
preceding the day on which the Grantee's Total Profit exceeds $7.5 million)
previously purchased by the Grantee, (b) pay cash or other consideration to the
Grantor or (c) undertake any combination thereof, so that the Grantee's Total
Profit shall not exceed $7.5 million after taking into account the foregoing
actions.
(b) As used herein, the term "Total Profit" shall mean the
aggregate amount (before taxes) of the following: (i) the amount of cash
received by the Grantee pursuant to Section 7.3(c) of the Merger Agreement and
Section 1(c) hereof, (ii)(x) the net cash amount received by the Grantee
pursuant to the Grantor's repurchase of Shares pursuant to Section 7 hereof,
less (y) the Grantee's purchase price for such Shares, and (iii)(x) the amount
received by the Grantee pursuant to the sale of Shares (or any other securities
into which such Shares are converted or exchanged), less (y) the Grantee's
purchase price for such Shares.
10. Expenses. Each party hereto shall pay its own expenses
incurred in connection with this Agreement, except as otherwise specifically
provided herein.
11. Specific Performance. The Grantor acknowledges that if the
Grantor fails to perform any of its obligations under this Agreement immediate
and irreparable harm or injury would be caused to the Grantee for which money
damages would not be an adequate remedy. In such event, the Grantor agrees
that the Grantee shall have the right, in addition to any other rights it may
have, to specific performance of this Agreement. Accordingly, if the Grantee
should institute an action or proceeding seeking specific enforcement of the
provisions hereof, the Grantor hereby waives the claim or defense that the
Grantee has an adequate remedy at law and hereby agrees not to assert in any
such action or proceeding the claim or defense that such a remedy at law
exists. The Grantor further agrees to waive any requirements for the securing
or posting of any bond in connection with obtaining any such equitable relief.
12. Notice. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery upon the party for whom it is intended or delivered
by registered or certified mail, return receipt requested, or if sent by
facsimile transmission, upon receipt of oral confirmation that such
transmission has been received, to the person at the address set forth below,
or such other address as may be designated in writing hereafter, in the same
manner, by such person:
7
If to the Grantee:
National Media Corporation
Eleven Penn Center
Suite 1100
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Klehr, Harrison, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Grantor:
ValueVision International, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
13. Parties in Interest. This Agreement shall inure to the
benefit of and be binding upon the parties named herein and their respective
permitted successors and assigns; provided, however, that such successor in
interest or assigns shall agree to be bound by the provisions of this
Agreement. Except as set forth in Section 8, nothing in this Agreement,
express or implied, is intended to confer upon any person other than the
Grantor or the Grantee, or their successors or assigns, any rights or remedies
under or by reason of this Agreement.
14. Entire Agreement; Amendments. This Agreement, together with the
Merger Agreement and the other documents referred to therein, contains the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such
8
transactions. This Agreement may not be changed, amended or modified orally,
but may be changed only by an agreement in writing signed by the party against
whom any waiver, change, amendment, modification or discharge may be sought.
15. Assignment. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent of
the other party hereto, except that the Grantee may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned
subsidiaries, but no such transfer shall relieve the Grantee of its obligations
hereunder if such transferee does not perform such obligations. Any assignment
made in violation of this Section 15 shall be void.
16. Headings. The section headings herein are for convenience only
and shall not affect the construction of this Agreement.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
18. Governing Law. This Agreement 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 applicable Delaware principles of
conflicts of law).
19. Termination. The right to exercise the Option granted pursuant
to this Agreement shall terminate at the earlier of (i) the Effective Time (as
defined in the Merger Agreement), (ii) the date on which the Grantee realizes a
Total Profit of $7.5 million, (iii) the date on which the Merger Agreement is
terminated; provided that the Option is not exercisable at such time and does
not become exercisable simultaneous with such termination and (iv) 90 days
after the date the Option becomes exercisable (the date referred to in clause
(iv) being hereinafter referred to as the "Option Termination Date"); provided
that, if the Option cannot be exercised or the Shares cannot be delivered to
the Grantee upon such exercise because the conditions set forth in Section 2(a)
or Section 2(b) hereof have not yet been satisfied, the Option Termination Date
shall be extended until thirty days after such impediment to exercise has been
removed.
All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Shares.
20. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
21. Public Announcement. The Grantee will consult with the Grantor
and the Grantor will consult with the Grantee before issuing any press release
with respect to the initial announcement of this Agreement, the Option or the
transactions contemplated hereby and neither party shall issue any such press
release prior to such consultation except as may be required by law.
9
[SIGNATURE PAGE TO FOLLOW]
10
Signature page for Stock Option Agreement (National Media)
IN WITNESS WHEREOF, the Grantee and the Grantor have caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
NATIONAL MEDIA CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: President and Chief Executive
Officer
VALUEVISION INTERNATIONAL, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Chairman and Chief Executive
Officer
S-1