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EXHIBIT 10.14
EMPLOYMENT AGREEMENT, dated as of
February 14, 2001, by and between
SOURCE MEDIA, INC., a Delaware
corporation (the "Company"), and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Employee").
The Company desires to engage Employee to perform services for the
Company, and Employee desires to perform such services, on the terms and
conditions set forth below:
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee as its Chief
Financial Officer and Treasurer, and Employee hereby accepts such employment,
upon the terms and conditions hereinafter set forth.
2. TERM. The term (the "Term") of employment of Employee pursuant to
this Agreement shall commence on February 14, 2001 (the "Commencement Date") and
shall terminate on the second anniversary of the Commencement Date. The Term
shall automatically be renewed for successive one-year periods unless either
party gives the other written notice to the contrary at least 120 days prior to
the end of the Term or any such renewal thereof.
3. DUTIES AND SERVICES. Employee shall devote his full time and best
efforts to the business and affairs of the Company, and perform, in a competent
manner, such executive and managerial functions and duties commensurate with his
position as Chief Financial Officer and Treasurer of the Company, as the
President of the Company may reasonably prescribe from time to time. Employee
shall report directly to the President of the Company. The parties acknowledge
that Employee will spend such time at the Company's offices in Dallas, Texas as
is reasonably required to perform his functions and duties. The Company will not
require Employee to relocate his home from the New York metropolitan area.
4. COMPENSATION.
A. SALARY. For all services to be rendered by Employee
hereunder, the Company shall pay Employee an annual base salary of $200,000. The
Company shall pay Employee's salary in accordance with the Company's standard
payroll practices as in effect from time to time, with appropriate deductions
required by applicable laws, rules and regulations.
B. DISCRETIONARY BONUS. On an annual basis, the Board of
Directors of the Company shall consider a bonus payment to Employee based on his
performance, and the Company's results of operations. The timing and amount of
any such bonus payment shall be in the sole and absolute discretion of the Board
of Directors.
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C. STOCK OPTION PARTICIPATION. In the event that the Company
grants stock-based compensation to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ prior to October 14, 2001,
the Company shall grant to Employee (at the election of Employee) either (i)
such number of shares of stock or options equal to 50% of all stock-based
compensation granted to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ both on and prior to such date, on
substantially the same terms as the stock or options granted to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ or (ii) a ten-year option to purchase 250,000 shares of the common stock,
par value $.001 per share, of the Company (the "Common Stock"), at an exercise
price equal to the fair market value of the Common Stock on the date of grant,
pursuant to the Stock Option Agreement in the form attached hereto as Exhibit A
In the event that no grant is made to Employee pursuant to the previous sentence
prior to October 14, 2001, Employee shall receive on October 14, 2001 a ten-year
option to purchase 250,000 shares of the Common Stock, at an exercise price
equal to the fair market value of the Common Stock on such date, pursuant to the
Stock Option Agreement in the form attached hereto as Exhibit A.
D. PAYMENT ON ACQUISITION. In the event that any "person," as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the "Exchange Act") (other than the Company, a subsidiary of the Company,
or a Company employee benefit plan, including any trustee of such plan acting as
trustee) acquires all or substantially all of the outstanding Common Stock prior
to the effectiveness of the grant to the Employee described in the previous
paragraph, the Company shall, promptly after such acquisition, pay to the
Employee an amount equal to the excess of the consideration per share paid by
such person for the outstanding Common Stock (not previously owned by such
person) over the fair market value of the Company's Common Stock on the date
hereof, multiplied by 250,000.
5. EXPENSES. The Company shall reimburse Employee for all reasonable,
ordinary and necessary expenses incurred on behalf of the Company by Employee.
Employee shall submit to the Company an expense report and receipts or other
verification of expenses to be reimbursed in accordance with the Company's
standard policies.
6. BENEFITS. Employee shall be entitled to such insurance and
retirement plan benefits as are generally available to other senior management
employees of the Company, pursuant to Company policy in effect from time to
time, such as health insurance, disability and life insurance, and the right to
participate in any retirement plans maintained by the Company.
7. VACATION AND SICK DAYS. Employee shall be entitled to twenty (20)
business days of paid vacation during each calendar year (pro-rated for periods
shorter than a calendar year). Vacation and sick days shall be taken in
accordance with the Company's published guidelines.
8. TERMINATION PROVISIONS.
A. TERMINATION FOR CAUSE. Notwithstanding the provisions of
Section 2 above, the Company, on two days' prior written notice, may terminate
the employment of Employee for any of the following reasons (for "cause"),
without the payment of any compensation to Employee, except accrued salary and
vacation pay due for the period prior to the date of termination of employment:
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(i) Employee shall be convicted of a felony or any
crime involving an act of dishonesty, such as embezzlement, theft or larceny;
(ii) Commission of theft from or fraud against the
Company or any willful misconduct by Employee that is materially injurious to
the financial condition or business reputation of the Company, including by
reason of material breach by Employee of the provisions of this Agreement; and
(iii) Willful and continued failure by the Employee
to substantially perform his duties hereunder.
B. TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE, DEATH OR
DISABILITY.
(i) If the employment of Employee is terminated by
the Company other than for cause, death or disability, the Company shall pay to
Employee as severance, in equal monthly installments, the remaining base salary
payments that Employee would have earned if he had continued his employment
throughout the Term, and an amount equal to any accrued vacation pay on the date
of termination of employment. Such payments shall cease in the event Employee
obtains other employment following termination of employment by the Company;
provided, however, that in the event the base salary payable to Employee by the
Company on the date of termination exceeds the base salary payable to Employee
by such new employer, the Company shall pay such excess, in equal monthly
installments, through the expiration of the Term.
(ii) The Company will continue life, medical, dental
and disability coverage substantially identical to the coverage maintained by
the Company for Employee and his dependents prior to termination of his
employment, except to the extent such coverage may be changed in its application
to all Company employees on a nondiscriminatory basis. Such coverage shall cease
when Employee obtains other employment.
C. TERMINATION ON ACCOUNT OF DISABILITY OR DEATH.
(i) In the event Employee shall, during the term of
this Agreement, become physically or mentally disabled so that he is unable, or
can reasonably be expected to be unable, to perform his duties hereunder for a
period of seventy five (75) consecutive days, or ninety (90) non-consecutive
days within any twelve (12) month period, the Company shall have the right to
terminate Employee's employment, provided that (a) the Company provides Employee
with not less than five (5) days' prior written notice of the termination of his
employment and (b) the Company makes the payments to Employee referred to in
clause (ii) below. Any determination of disability shall be made by a physician
selected by the Company and reasonably acceptable to Employee.
(ii) In the event the Company terminates Employee's
employment for disability as set forth in clause (i) above ("Disability
Termination"), Employee shall be entitled
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to receive the base salary Employee would have received in the following three
months. Such payments shall cease in the event Employee obtain other employment
following termination of employment by the Company; provided however, that in
the event the base salary payable to Employee by the Company on the date of
termination exceeds the base salary payable to Employee by such new employer,
the Company shall pay such excess through the expiration of such three-month
period. All payments made pursuant to this paragraph shall be made in accordance
with the Company's standard payroll practices as in effect from time to time,
with appropriate deductions required by applicable laws, rules and regulations.
In addition, the Company, at its expense, for a period of three months following
the date of Disability Termination, will continue medical and dental insurance
coverage substantially identical to the coverage maintained by the Company for
Employee and his dependents prior to termination of employment, except to the
extent such coverage may be changed in its application to all Company employees
on a non-discriminatory basis. Such coverage shall cease at the end of such
three-month period, or, if earlier, when the Employee becomes eligible for
substantially similar insurance through other employment prior.
(iii) In the event of the death of Employee, the
Company shall pay the estate of the Employee or his legal representative the
accrued salary and vacation pay due for the period prior to the date of
Employee's death.
D. TERMINATION BY EMPLOYEE.
(i) Notwithstanding the provisions of Section 2
above, Employee will be considered to have resigned his employment for "good
reason" if Employee resigns after the occurrence of any of the following during
the Term: (i) a material diminution in the nature or scope of Employee's
authority, powers, functions, duties or responsibilities; (ii) change in the
Employee's line of reporting, (iii) Employee is not elected or retained as Chief
Financial Officer of the Company; (iv) Employee is required to relocate from the
New York metropolitan area or (v) the Company materially breaches this Agreement
without Employee's express written consent. Employee will also be considered to
have resigned his employment for good reason if Employee resigns within six
months after the occurrence of a Change of Control. For purposes of this
Agreement, "Change of Control" means the happening of any of the following:
(A) When any "person," as such term is used
in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a
subsidiary of the Company, or a Company employee benefit plan, including any
trustee of such plan acting as trustee) that is not a "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act, without regard to clause (d)(1) of
such Rule) of 5% or more of the Company's capital stock on the date hereof
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of the combined voting
power of the Company's then outstanding securities entitled to vote generally in
the election of directors; or
(B) When any person (as defined above)
(other than the Company, a subsidiary of the Company, or a Company employee
benefit plan, including any trustee of such plan acting as trustee) that is a
beneficial owner (as defined above) of 5% or more of the Company's capital stock
on the date hereof becomes the beneficial owner, directly or indirectly, of
securities of the Company representing forty (40%) or more of the combined
voting
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power of the Company's then outstanding securities entitled to vote generally in
the election of directors; or
(C) The stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(D) The stockholders of the Company approve
an agreement for the sale or disposition by the Company of all or substantially
all the Company's assets, to be followed by the distribution o the net proceeds
of such sale to the Company' security holders; or
(E) A proxy contest for the election of
directors of the Company results in the persons constituting the Board
immediately prior to the initiation of such proxy contest ceasing to constitute
a majority of the Board upon the conclusion of such proxy contest.
(ii) In the event that Employee resigns from his
employment for good reason, the Company shall be obligated to provide Employee
with the severance payments, insurance coverage as required if the Company had
terminated Employee other than for cause pursuant to Section 8B above.
(iii) In the event that Employee resigns from his
employment without good reason, the Company shall be obligated to provide
Employee with the payments as required if the Company had terminated Employee
for cause pursuant to Section 8A above.
9. REPRESENTATIONS AND WARRANTIES. Employee represents and warrants
that Employee is not subject to or a party to any agreement, contract, covenant,
order or other restriction which in any way prohibits, restricts or impairs
Employee's ability to enter into this Agreement and carry out his duties and
obligations hereunder. Each party hereto represents and warrants to the other
that (i) it has the full legal right and power and all authority and approvals
required to enter into, execute and deliver this Agreement and to perform fully
all of its obligations hereunder; and (ii) this Agreement has been duly executed
and delivered by it and constitutes a valid and binding obligation of such
party, enforceable in accordance with its terms.
10. NON-COMPETITION AND SECRECY.
10.1 NO INTERFERENCE. For the period ending twelve (12) months
after the later of (i) the termination of Employee's employment and (ii) the
expiration of the Term, Employee shall not, whether for his own account or for
the account of any other individual, partnership, firm, corporation or other
business organization (other than the Company and its affiliates), intentionally
solicit, endeavor to entice away from the Company or its affiliates, or
otherwise interfere with the relationship of the Company or any of its
affiliates with, any person who is
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employed by the Company or its affiliates at the time of the termination of
Employee's employment and Employee will not interfere with relationship of the
Company or any of its affiliates with any individual, partnership, firm,
corporation or other business organization with which the Company or its
affiliates had any relationship while the Employee was employed by the Company.
10.2 SECRECY. Employee recognizes that the services to be
performed by him hereunder are special, unique and extraordinary in that, by
reason of his employment hereunder, he may acquire confidential information and
trade secrets concerning the operation of the Company or any affiliate thereof,
the use or disclosure of which could cause the Company substantial loss and
damages which could not be readily calculated and for which no remedy at law
would be adequate. Accordingly, Employee covenants and agrees with the Company
that he will not at any time, except in performance of Employee's obligations to
the Company hereunder or with the prior written consent of the Company, directly
or indirectly, disclose any secret or confidential information that he may learn
or has learned by reason of his association with the Company. The term
"confidential information" includes, without limitation, information not
previously disclosed to the public or to the trade with respect to the products,
facilities, applications and methods, trade secrets and other intellectual
property, systems, procedures, manuals, confidential reports, product price
lists, customer lists, technical information, financial information (including
the revenues, costs or profits associated with any of its products), business
plans, prospects or opportunities but shall exclude any information already in
the public domain. Notwithstanding anything to the contrary herein contained,
Employee's obligation to maintain the secrecy and confidentiality of the
confidential information under this Section 10 shall not apply to any such
confidential information which is disclosed through any means other than as a
result of any act by Employee constituting a breach of this Agreement or which
is required to be disclosed under applicable law.
10.3 EXCLUSIVE PROPERTY. Employee hereby agrees to keep all
such records in connection with Employee's employment as the Company may from
time to time reasonably direct, and all such records shall be the sole and
exclusive property of the Company. Upon termination of Employee's employment,
Employee shall return to the Company all confidential and/or proprietary
information that exists in written or other physical form (and all copies
thereof) under Employee's control.
10.4 INJUNCTIVE RELIEF. Without intending to limit the
remedies available to the Company, Employee acknowledges that a breach of any of
the covenants contained in this Section 10 may result in material irreparable
injury to the Company for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in the
event of such a breach or threat thereof, the Company shall be entitled to seek
to obtain a temporary restraining order and/or a preliminary injunction
restraining Employee from engaging in activities prohibited by this Section 10
or such other relief as may be required to specifically enforce any of the
covenants in this Section 10.
11. SECTION HEADINGS. The titles to the Sections of this Agreement are
solely for the convenience of the parties and shall not be used to explain,
modify, simplify, or aid in the interpretations of the provisions of this
Agreement.
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12. NOTICES. All notices, demands and requests provided or permitted to
be given pursuant to this Agreement, shall be given in writing, sent by
certified mail, return receipt requested, and addressed as follows or to such
other address so designated in the appropriate manner by the parties. All
notices shall be deemed effective when mailed.
Company: Source Media, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Employee: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇.▇. ▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
13. ASSIGNMENT AND ASSUMPTION. The rights of each party under this
Agreement are personal to that party and may not be assigned, delegated or
transferred to any other person, firm, corporation, or other entity without the
prior written consent of the other party, except that the Company may transfer
its rights under this Agreement to any affiliate or other entity which succeeds,
by contract or operation of law, to all or substantially all of the business of
the Company and agrees in writing to assume the Company's obligations under this
Agreement.
14. GOVERNING LAW. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York.
15. ENTIRE AGREEMENT. This Agreement, and the stock option agreement
evidencing the stock option referred to in paragraph 4C, shall constitute the
entire agreement between the parties and any prior written or oral understanding
or representation of any kind, or any oral communications shall not be binding
upon either party except to the extent incorporated in this Agreement. This
Agreement supersedes any and all prior agreements between the parties.
16. MODIFICATION OF AGREEMENT. This Agreement can be modified only in
writing and shall be binding only if executed with and under the same formality
by the parties hereto or their duly authorized representatives.
17. NO WAIVER. The failure of either party to this Agreement to insist
upon the performance of any of the terms and conditions of this Agreement, or
the waiver of any breach of
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any of the terms and conditions of this Agreement, shall not be construed as
thereafter waiving any such terms and conditions, but each same shall continue
and remain in full force and effect as if no such forbearance or waiver had
occurred.
18. EFFECT OF PARTIAL INVALIDITY. The invalidity or unenforceability of
any provision or covenant of this Agreement shall not be deemed to affect the
validity or enforceability of any other provision or covenant. In the event that
any provision or covenant of this Agreement is held invalid or unenforceable,
the same shall be deemed automatically modified to the minimum extent necessary
to make such provision or covenant enforceable and the parties agree that the
remaining provisions shall be deemed to be and to remain in full force and
effect.
19. COUNTERPARTS. This Agreement may be executed in counterparts and
all counterparts so executed shall constitute one and the same agreement.
20. COSTS OF ENFORCEMENT. If either party hereto institutes any action
or proceeding to enforce this Agreement or any rights arising hereunder or for
damages arising by reason of any alleged breach of this Agreement or for a
declaration of rights hereunder, then the prevailing party in any such action or
proceeding shall be entitled to receive from the other party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party
in connection with such action or proceeding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SOURCE MEDIA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President and Chief Executive Officer
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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EXHIBIT A
GRANT NO. _________
SOURCE MEDIA, INC.
1999 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
AGREEMENT, dated as of _____________, 2001, between Source Media, Inc.,
a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Optionee").
WITNESSETH:
WHEREAS, on August 25, 1999, the Board of Directors of the Company (the
"Board") adopted the Source Media, Inc. 1999 Stock Option Plan (the "Plan"),
which Plan authorizes the grant of options to purchase shares of the common
stock, $0.001 par value ("Common Stock"), of the Company to directors, officers,
employees and consultants of the Company and its subsidiaries and to other
individuals; and
WHEREAS, the Plan was adopted by the stockholders of the Company at the
annual meeting of the Company on November 17, 1999; and
WHEREAS, the Board has determined that it would be in the best
interests of the Company to grant the option documented herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. The following terms, as used herein, shall have the
meanings set forth below:
(1) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto and the regulations
promulgated thereunder.
(2) "Committee" shall mean the Stock Option Committee
established by the Board or any other committee of the Board, which the Board
may designate to administer the Plan or any portion thereof. If no committee is
so designated, then all references in this Agreement to "Committee" shall mean
the Board.
(3) "Employment Agreement" shall mean the Employment Agreement
dated as of February 14, 2001, by and between the Company and the Optionee, as
the same may be amended or supplemented.
2. Grant of Option. Subject to the terms and conditions of the Plan and
as set forth herein, the Company hereby grants to the Optionee, as of the date
hereof, an option (the "option") to purchase from the Company all or any part of
an aggregate number of 250,000
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shares of Common Stock (the "Option Shares") with vesting dates as set forth in
paragraph 3(a) below.
3. Installment Exercise.
(1) Subject to such further limitations as are provided in the
Plan and as set forth herein and any required approval of the Company's
stockholders, the Option shall become exercisable on the dates and at the per
share prices ("Option Price") set forth below, the Optionee having the right
hereunder to purchase from the Company the indicated number of Option Shares
upon exercise of the Option, on and after such dates, in cumulative fashion:
Incentive Non-Qualified
Exercise Date Option Shares Option Shares Option Price
------------- ------------- ------------- ------------
May 14, 2001 [ ] [ ] $
August 14, 2001 [ ] [ ] $
November 14, 2001 [ ] [ ] $
February 14, 2002 [ ] [ ] $
May 14, 2002 [ ] [ ] $
August 14, 2002 [ ] [ ] $
November 14, 2002 [ ] [ ] $
February 14, 2003 [ ] [ ] $
May 14, 2003 [ ] [ ] $
August 14, 2003 [ ] [ ] $
November 14, 2003 [ ] [ ] $
February 14, 2004 [ ] [ ] $
May 14, 2004 [ ] [ ] $
August 14, 2004 [ ] [ ] $
November 14, 2004 [ ] [ ] $
February 14, 2005 [ ] [ ] $
[If this Agreement is effective after any of the exercise dates listed above,
the Option will be immediately exercisable on the date of grant with respect to
the Option Shares for such exercise dates]
(2) Only those Option Shares indicated above as "Incentive
Option Shares" are intended by the parties hereto to be, and be treated as,
"incentive stock options" (as such term is defined under Section 422 of the
Code).
(3) The Option may not be exercised with respect to less than
100 Option Shares (or the Option Shares then subject to purchase under the
Option, if less than 100 shares) or for any fractional shares.
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4. Termination of Option.
(1) The Option, to the extent not previously exercised, shall
terminate and become null and void upon the expiration of ten years after the
date hereof (the "Option Term").
(2) Subject to the provisions of Section 5 hereof, and except
as otherwise provided in this Section 4, upon the Optionee's ceasing for any
reason to be employed by the Company (such occurrence being a "termination of
the Optionee's employment"), the Option, to the extent not previously exercised,
shall terminate and become null and void three months after such termination of
the Optionee's employment, or upon the expiration of the Option Term, whichever
occurs first.
(3) If the Optionee's employment is terminated for cause or
because the Optionee is in breach of any employment agreement, the Option, to
the extent not previously exercised, shall terminate and become null and void
immediately upon such termination of the Optionee's employment.
(4) Upon a termination of the Optionee's employment by reason
of permanent disability (within the meaning of Section 22(e)(3) of the Code) or
by reason of the death of the Optionee, the Option, to the extent not previously
exercised, shall terminate and become null and void twelve months after such
termination of the Optionee's employment, or upon the expiration of the Option
Term, whichever occurs first.
5. Exercisability.
(1) Except as otherwise provided in this Section 5, upon a
termination of the Optionee's employment, the Option shall be exercisable only
to the extent that the Option has accrued and is in effect on the date of such
termination of the Optionee's employment.
(2) Upon a termination of the Optionee's employment by reason
of permanent disability (as defined above) or by reason of the death of the
Optionee, the Option shall be exercisable with respect to the full number of the
Option Shares. To the extent exercisable, the Option may be exercised by a legal
representative on behalf of the Optionee in the event of such permanent
disability, or, in the case of the death of the Optionee, by the estate of the
Optionee or by any person or persons who acquired the right to exercise the
Option by bequest or inheritance or by reason of the death of the Optionee.
(3) Upon a termination of the Optionee's employment by the
Optionee for good reason (as defined in the Employment Agreement), the Option
shall become exercisable with respect to such number of Option Shares as would,
absent this paragraph, become exercisable prior to the end of the Term (as
defined in the Employment Agreement).
(4) In the event of a Change of Control (as defined in the
Employment Agreement) the Option shall become exercisable with respect to the
full number of the Option Shares.
▇-▇
▇▇
▇. Manner of Exercise.
(1) The Option may be exercised in full at one time or in part
from time to time for the number of Option Shares then exercisable by giving
written notice, signed by the person exercising the Option, to the Company,
stating the number of Option Shares with respect to which the Option is being
exercised and the date of exercise thereof.
(2) Full payment by the Optionee of the Option Price for the
Option Shares purchased shall be made on or before the exercise date specified
in the notice of exercise by delivery of (i) cash or a check payable to the
order of the Company in an amount equal to such Option Price, (ii) shares of
Common Stock owned by the Optionee having a fair market value equal in amount to
such Option Price, or (iii) any combination of the preceding clauses (i) and
(ii).
(3) The Company shall be under no obligation to issue any
Option Shares unless the person exercising the Option, in whole or in part,
shall give a written representation and undertaking to the Company which is
satisfactory in form and substance to counsel for the Company and upon which, in
the opinion of such counsel, the Company may reasonably rely, that he or she is
acquiring such Option Shares for his or her own account as an investment and not
with a view to, or for sale in connection with, the distribution of any such
Option Shares, and that he or she will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under the Securities Act of 1933, or any other applicable law.
(4) Upon exercise of the Option in the manner prescribed by
this Section 6, delivery of a certificate for the Option Shares then being
purchased shall be made at the principal office of the Company to the person
exercising the Option within a reasonable time after the date of exercise
specified in the notice of exercise.
7. Non-Transferability of Option. The Option shall not be assignable or
transferable by the Optionee other than by will or the laws of descent, and
shall be exercisable during the lifetime of the Optionee only by the Optionee.
The Option shall terminate and become null and void immediately upon the
bankruptcy of the Optionee, or upon any attempted assignment or transfer except
as herein provided, including without limitation, any purported assignment,
whether voluntary or by operation of law, pledge, hypothecation or other
disposition, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
8. No Special Employment Rights. Neither the granting of the Option nor
its exercise shall be construed to confer upon the Optionee any right with
respect to the continuation of his or her employment by the Company (or any
subsidiary of the Company) or interfere in any way with the right of the Company
(or any subsidiary of the Company), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Optionee from the rate in
existence as of the date hereof.
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9. No Rights of Stockholder. The Optionee shall not be deemed for any
purpose to be a stockholder of the Company with respect to the Option except to
the extent that the Option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the Optionee.
10. Amendment. Subject to the terms and conditions of the Plan, the
Board or the Committee, whichever shall then have authority to administer the
Plan, may amend this Agreement with the consent of the Optionee when and subject
to such conditions as are deemed to be in the best interests of the Company and
in accordance with the purposes of the Plan.
11. Notices. Any communication or notice required or permitted to be
given hereunder shall be in writing, and, if to the Company, to its principal
place of business, attention: Secretary, and, if to the Optionee, to the address
as appearing on the records of the Company. Such communication or notice shall
be deemed given if and when (a) properly addressed and posted by registered or
certified mail, postage prepaid, or (b) delivered by hand.
12. Incorporation of Plan by Reference. The Option is granted pursuant
to the terms of the Plan, the terms of which are incorporated herein by
reference, and the Option shall in all respects be interpreted in accordance
with the Plan. The Board or the Committee, whichever shall then have authority
to administer the Plan, shall interpret and construe the Plan and this
Agreement, and their interpretations and determinations shall be conclusive and
binding upon the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder.
13. Governing Law. The validity, construction and interpretation of
this Agreement shall be governed by and determined in accordance with the laws
of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Stock Option
Agreement as of the date above written.
SOURCE MEDIA, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
OPTIONEE:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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