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As Of Filer Filing For·On·As Docs:Size 4/05/12 iMedia Brands, Inc. 10-K 1/28/12 47:5.5M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 884K 2: EX-10.13 Form of Incentive Stock Option Award Agreement HTML 38K Under the 2011 Omnibus Incentive Plan 3: EX-10.14 Form of Non-Statutory Stock Option Award Agreement HTML 38K Under the 2011 Omnibus Incentive Plan 4: EX-10.17 Description of Annual Cash Incentive Plan HTML 16K 5: EX-21 Significant Subsidiaries of the Registrant HTML 16K 6: EX-23 Consent of Independent Registered Public HTML 16K Accounting Firm 7: EX-31.1 Certification -- §302 - SOA'02 HTML 22K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 22K 9: EX-32 Section 1350 Certification of Chief Executive HTML 19K Officer and Chief Financial Officer 30: R1 Condensed Consolidated Balance Sheets HTML 115K 23: R2 Document and Entity Information HTML 43K 28: R3 Condensed Consolidated Statements of Operations HTML 101K 32: R4 Consolidated Balance Sheet (Parentheticals) HTML 43K 43: R5 Condensed Consolidated Statement of Shareholders' HTML 89K Equity 24: R6 Consolidated Statement of Cash Flow HTML 16K (Parenthetical) 27: R7 Condensed Consolidated Statements of Cash Flows HTML 147K 22: R8 General HTML 20K 17: R9 Basis of Financial Statement Presentation HTML 72K 44: R10 Property and Equipment HTML 40K 34: R11 Intangible Assets HTML 47K 33: R12 Accrued Liabilities HTML 28K 38: R13 ShopNBC Private Label and Co-Brand Credit Card HTML 19K Program 39: R14 Long Term Investments HTML 17K 37: R15 Fair Value Measurements HTML 41K 40: R16 Preferred Stock and Deferred Payables HTML 30K 29: R17 Term Loan Credit Agreement HTML 23K 31: R18 Shareholders' Equity HTML 163K 36: R19 Sales by Product Group HTML 41K 47: R20 Income Taxes HTML 74K 41: R21 Commitments and Contingencies HTML 41K 25: R22 Litigation HTML 18K 35: R23 Supplemental Cash Flow Information HTML 58K 26: R24 Relationship with NBCU and GE Equity HTML 42K 16: R25 Restructuring Costs HTML 35K 42: R26 Chief Executive Officer Transition Costs HTML 17K 45: R27 Related Party Transactions HTML 25K 21: R28 Subsequent Event HTML 20K 20: R29 Valuation and Qualifying Accounts HTML 64K 46: XML IDEA XML File -- Filing Summary XML 59K 19: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 638K 10: EX-101.INS XBRL Instance -- vvtv-20120128 XML 872K 12: EX-101.CAL XBRL Calculations -- vvtv-20120128_cal XML 118K 13: EX-101.DEF XBRL Definitions -- vvtv-20120128_def XML 235K 14: EX-101.LAB XBRL Labels -- vvtv-20120128_lab XML 586K 15: EX-101.PRE XBRL Presentations -- vvtv-20120128_pre XML 308K 11: EX-101.SCH XBRL Schema -- vvtv-20120128 XSD 69K 18: ZIP XBRL Zipped Folder -- 0000870826-12-000004-xbrl Zip 104K
Ex 10.13 01282012 |
Name of Optionee:**[_______________________] | ||
No. of Shares Covered:**[_______] | Grant Date:__________, 20__ | |
Exercise
Price Per Share:$**[______] | Expiration Date:__________, 20__ | |
Vesting and Exercise Schedule: | ||
Dates | Number of Shares as to Which Option Becomes Vested and Exercisable |
1. | Non-Qualified Stock Option. This Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code and will be interpreted accordingly. If, to any extent, this Option fails to qualify as an “incentive stock option” for any reason, this Option will, to that extent, be treated as a Non-Statutory or Non-Qualified Stock Option. |
2. | Vesting
and Exercise Schedule. This Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares that may then be purchased under that Schedule. |
3. | Expiration. This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of: |
(a) | the
Expiration Date specified on the cover page of this Agreement; |
(b) | upon your termination of Service for Cause; |
(c) | upon the expiration of any applicable period specified in Sections 6(e), which provides in part that upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portion of this Options may be exercised for a period of three months after the date of such termination,
and 12(b)(4) of the Plan during which this Option may be exercised after your termination of Service; or |
(d) | the date (if any) fixed for termination or cancellation of this Option pursuant to Sections 12(b)(2), (b)(3), (c) or (d) of the Plan. |
4. | Service Requirement. Except as otherwise provided in Sections 6(e) and 12(b)(4) of the Plan, this Option may be exercised only while you continue to provide Service to
the Company or any Affiliate, and only if you have continuously provided such Service since the date this Option was granted. |
5. | Exercise of Option. Subject to Section 4, the vested and exercisable portion of this Option may be exercised by delivering written or electronic notice of exercise to the Company at the principal executive office of the Company, to the attention of the
Company's Corporate Secretary or the party designated by such officer (which written or electronic notice will state the number of Shares to be purchased, the manner in which the exercise price will be paid and the manner in which the Shares to be acquired are to be delivered, and must be signed or otherwise authenticated by the person exercising this Option), or by such other means as the Committee may approve. If the person exercising this Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise this Option. |
6. | Payment of Exercise Price. When you submit your notice of exercise, you must include payment of the exercise price of the
Shares being purchased through one or a combination of the following methods: |
7. | Tax Consequences. You hereby acknowledge that if
any Shares received pursuant to the exercise of any portion of this Option are sold within two years from the Grant Date or within one year from the effective date of exercise of this Option, or if certain other requirements of the Internal Revenue Code are not satisfied, such Shares will be deemed under the Code not to have been acquired by you pursuant to an “incentive stock option” as defined in the Code. You agree to promptly notify the Company if you sell any Shares received upon the exercise of this Option within the time periods specified in the previous sentence. The Company shall not be liable to you if this Option for any reason is deemed not to be an “incentive stock option” within the meaning of the Code. |
8. | Delivery
of Shares. As soon as practicable after the Company receives the notice and exercise price provided for above, and determines that all conditions to exercise, including Section 7 of this Agreement, have been satisfied, it will arrange for the delivery of the Shares being purchased in accordance with the delivery instructions indicated in such notice. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of the Shares to you, and all fees and expenses incurred by it in connection therewith. All Shares so issued will be fully paid and nonassessable. |
9. | Transfer of Option. During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option except in the case of a transfer described below. You may not assign or transfer
this Option other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. Following any such transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to this Option immediately prior to its transfer and may be exercised by such permitted transferee as and to the extent that this Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement. |
10. | No Shareholder Rights Before Exercise. Neither you nor any permitted transferee of this Option
will have any of the rights of a shareholder of the Company with respect to any Shares subject to this Option until an appropriate book entry in the Company's stock register has been made or a certificate evidencing such Shares has been issued. No adjustments shall be made for dividends or other rights if the applicable record date occurs before an appropriate book entry has been made or your stock certificate has been issued, except as otherwise described in the Plan. |
11. | Discontinuance of Service. This Agreement
does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement. |
12. | Governing Plan Document. This Agreement and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there
is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. |
13. | Choice of Law. This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its conflicts or choice of law principles). |
14. | Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors
and assigns, and on the successors and assigns of the Company. |
15. | Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the
Company at its office at 6740 Shady Oak Road, Eden Prairie, MN 55344, fax 952-943-6111, and all notices or communications by the Company to you may be given to you personally or may be mailed to you at the address indicated in the Company's records as your most recent mailing address. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/22 iMedia Brands, Inc. 10-K 1/29/22 119:18M Toppan Merrill Bridge/FA 4/23/21 iMedia Brands, Inc. 10-K 1/30/21 106:11M Toppan Merrill Bridge/FA |