EXHIBIT 99.03
FORM OF
FOUR MEDIA COMPANY
REPLACEMENT NONQUALIFIED STOCK OPTION AGREEMENT
WITH REPURCHASE PROVISIONS
On April 10, 2000, Four Media Company (the "Company") merged (the
"Merger") with D-Group Merger Corp. ("Merger Sub"), a wholly owned subsidiary of
AT&T Corp. ("AT&T") pursuant to an Agreement and Plan of Merger, dated as of
December 6, 1999, among AT&T, Merger Sub, Liberty Media Corporation ("Liberty")
and the Company (the "Merger Agreement"). Pursuant to Merger Agreement, your
option has been converted into a Rollover Option (as defined in the Merger
Agreement). This replacement Option Agreement represents the Rollover Option. A
notice describing the Merger and the Rollover Option was sent to you on February
18, 2000. This Agreement is made by and between the Company and _____________
(the "Optionee") as of the ___ day of April, 2000.
Company and Optionee agree as follows:
1. Grant of Option
In exchange for a nonqualified stock option (the "Original Option")
for shares of the Company's common stock granted pursuant to an agreement, dated
as of October 17, 1996, the relinquishment of the Original Option and subject to
the terms and conditions set forth herein, the Company grants to Optionee a
nonqualified stock option (a "Nonqualified Stock Option" or "Option") to
purchase ___________ ____________________ (_______) shares of AT&T's Class A
Liberty Media Group Common Stock (the "Shares"), at the price of
__________________ ($____) per share (the "Option Price") and (ii) in lieu of
receiving Shares upon exercising the Option, to receive a cash payment (the
"Cash Election") from Liberty in an amount equal to the number of shares of
Class A Liberty Media Group Common Stock subject to this Option multiplied by
the difference (if positive) between (a) the average of the closing prices of
Class A Liberty Media Group Common Stock on the NYSE Composite Transaction Tape
for the ten previous consecutive trading days and (b) the exercise price of this
Option. The Original Option was granted as a substitute for the option issued to
Optionee by Company's wholly owned subsidiary, 4MC-Burbank, Inc., formerly Four
Media Company, formerly ATS Acquisition Corp., pursuant to which Optionee held
options to acquire ____ shares of the Common Stock of 4MC-Burbank, Inc. at the
price of ___________________________________________________________ ($________)
per share.
2. Status of Options. The Nonqualified Stock Option granted
hereunder is granted to Optionee as an employee of the Company, but it is not
intended to qualify as an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
3. Term of Option
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The Option shall terminate on, and shall not be exercisable after,
the expiration of the earliest of (a) _________________, (b) three (3) months
after the date Optionee's employment with the Company terminates, if such
termination is for any reason other than Retirement, Permanent Disability, death
or Cause, (c) the date Optionee's employment with the Company terminates, if
such termination is for Cause, (d) one (1) year after the date Optionee's
employment with the Company terminates, if such termination is a result of
Retirement, Permanent Disability or death, or if such termination is for any
reason other than Retirement, Permanent Disability, death or Cause, and Optionee
dies or becomes Permanently Disabled within three (3) months after the date
Optionee's employment with the Company terminates, or (e) cancellation pursuant
to Section 8.1 hereof; provided, however, that with respect to that portion of
the Option which would have been exercisable at the date of termination of
employment pursuant to Section 4.1 (the "Vested Options"), if such termination
is not for Cause, and if the stock underlying the Vested Options is not then
registered under the Securities Act of 1933, the Vested Options shall continue
to be exercisable until the earliest of (a) __________________, (b) cancellation
pursuant to Section 8.1 hereof, (c) eighteen (18) months after such termination
of employment, or (d) three (3) months after the date the stock underlying the
Options is registered under the Securities Act of 1933. For purposes hereof, the
stock underlying the Options, even if registered, shall not be considered as
registered unless and until any agreement of Optionee not to sell such stock
publicly has expired or has otherwise been terminated or been waived.
4. Exercise
4.1. Exercisability. The Option shall be fully exercisable on
or after the date hereof.
4.2. Notice of Exercise. The Optionee shall exercise the Option by
delivering to the Company, either in person or by certified or registered mail,
written notice of election to exercise, payment in full of the purchase price as
provided in Section 4.3 below and payment of the sums required by, or other
compliance with, the provisions of Section 4.4 below. The written notice shall
set forth the whole number of shares for which the Option is being exercised.
4.3. Payment of Purchase Price. If the Optionee does not make the
Cash Election, the purchase price for any Shares with respect to which Optionee
exercises this Option shall be paid in full at the time Optionee delivers the
written notice of exercise to the Company. In addition, such purchase price
shall be paid in cash or by check.
4.4. Withholding. Upon exercise of the Option, or any portion
thereof, Optionee shall pay to the Company, or make arrangements satisfactory to
the Board for payment to the Company of, all federal, state and local taxes, if
any, required to be withheld in connection with the exercise of the Option or
the relevant portion thereof. The Company shall forward such tax payment to AT&T
or Liberty, as applicable.
4.5. Financing. Notwithstanding the provisions of Sections 4.3 and
4.4, the Company may extend and maintain, or arrange for the extension and
maintenance of, credit to Optionee to finance payment of the purchase price, or
payment of the sums required by Section 4.4, on such terms as may be approved by
the Board.
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5. Issuance of Shares
Promptly after the Company's receipt of the written notice of
exercise provided for in Section 4.2 above, Optionee's payment in full of the
purchase price (if applicable), and Optionee's compliance with the provisions of
Section 4.4 above, the Company shall deliver, or cause to be delivered to
Optionee, separate certificates for the whole number of Shares with respect to
which each portion of the Option is being exercised by Optionee. Shares shall be
registered in the name of Optionee. If any law or regulation of the Securities
and Exchange Commission or of any other federal or state governmental body
having jurisdiction shall require the Company or Optionee to take any action
prior to the issuance to Optionee of the shares of Common Stock of the Company
specified in the written notice of election to exercise, or if any listing
agreement between AT&T and any national securities exchange requires such Shares
to be listed prior to issuance, the date for the delivery of such Shares shall
be deferred until the completion of such action and/or such listing.
6. Fractional Shares
In no event shall AT&T be required to issue fractional shares upon
the exercise of any part of the Option.
7. Rights as a Shareholder
Optionee shall have no rights as a holder of Class A Liberty Media
Group Common Stock with respect to any Shares covered by the Option until the
date of the issuance of a share certificate for such Shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such share certificate is issued, except as provided in
Section 8 below.
8. Effect of Certain Corporate Changes and Changes in Control
8.1. Effect of Changes.
Notwithstanding any other provision of this Agreement to the
contrary, in the event of a merger or other business combination affecting AT&T
or any subsidiary thereof, and, as a result of such merger or other business
combination, Class A Liberty Media Group Common Stock is converted into or
mandatorily exchanged for securities of another entity (a "Reorganization
Event"), then the Board shall take one of the following actions, the choice of
which is in its sole discretion (or other action with the agreement of the
Optionee): (i) cause the surviving entity or new owner, as the case may be, to
agree to adopt this Agreement and to continue in effect its terms as such terms
were in effect as of the date of the Reorganization Event, except that equitable
adjustments shall be made, if appropriate, to reflect the value of the Class A
Liberty Media Group Common Stock subject to the Options immediately prior to and
following the occurrence of the Reorganization Event; (ii) cause the surviving
entity or new owner, as the case may be, to grant new stock options (the
"Substitute Options"), in substitution for the unexercised Options as of the
date of the Reorganization Event; provided, however, that such Substitute
Options shall have a value, as of the date of such Reorganization Event, equal
to the value of such unexercised Options as of such date; (iii) provide for the
payment upon
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termination or cancellation of outstanding Options of an amount in cash or
securities equal to the excess, if any, of the Fair Market Value of the Class A
Liberty Media Group Common Stock subject to such Options at the time of such
termination or cancellation over the aggregate exercise price of such Options;
or (iv) advance the dates upon which all outstanding Options vest.
8.2. Dilution and Other Adjustments.
The Board and Liberty (with the prior written approval of AT&T)
shall make appropriate and proportionate adjustments in the number and class of
shares subject to the Option and the purchase price of such shares in the event
of a stock dividend (but only on Class A Liberty Media Group Common Stock),
stock split, reverse stock split, recapitalization, reorganization, merger,
consolidation, separation or like change in the capital structure affecting
Class A Liberty Media Group Common Stock. Such adjustments shall be conclusive
and binding for all purposes.
9. No Transfer of Option
Optionee may not transfer all or any part of the Option except by
will or by the laws of descent and distribution, and the Option shall not be
exercisable during the lifetime of Optionee by any person other than Optionee.
10. Investment Representation. In the event that Optionee was a
party to an Affiliate Agreement (as defined below), Optionee hereby confirms his
representations and covenants pursuant to the Rule 145 Affiliate Agreement,
dated as of April 10, 2000 ("Affiliate Agreement"), among Optionee, AT&T and
Liberty, and confirms that his representations and covenants made in the
Affiliate Agreement shall also be applicable to this Option. In the event that
Shares purchasable pursuant to the exercise of this Option have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, Optionee shall, if required by AT&T, Liberty or the Company,
concurrently with the exercise of all or any portion of this Option, deliver to
the Company (who will forward such delivery to Liberty and AT&T) his or her
Investment Representation Statement in the form attached hereto as Exhibit B,
unless counsel for AT&T, Liberty and the Company are satisfied that the
circumstances of the proposed transfer do not require such registration or
qualification.
11. Optionee's Employment. Nothing in the Plan or in this Agreement
shall confer, or be deemed to confer, upon Optionee any right to continue in the
employ of the Company or interfere in any way with any right of the Company to
terminate Optionee's employment at any time.
12. Repurchase Provisions
Except as specified in Sections 12.1 and 12.9 below, the Shares of
Class A Liberty Media Group Common Stock originally subject to the Option
specified in Section 1 above and (a) all shares of capital stock received as a
dividend or other distribution upon such Shares, and (b) all shares of capital
stock or other securities into which such Shares may be changed or for which
such Shares shall be exchanged, whether through reorganization,
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recapitalization, stock split-ups or the like, shall be subject to the
provisions of this Section 12 and are hereinafter referred to as "Restricted
Shares."
12.1. Termination of Repurchase Provisions on Certain Corporate
Changes and Changes in Control. Notwithstanding any other provision of this
Agreement to the contrary, in the event of a Reorganization Event as defined in
Section 8.1, all restrictions and repurchase rights imposed on the Restricted
Shares under this Section 12 shall lapse subject to reinstatement if such event
is not consummated.
12.2. No Sale or Pledge of Restricted Shares. Except as hereinafter
provided, Optionee agrees and covenants that he will not sell, pledge, encumber
or otherwise transfer or dispose of, and will not permit to be sold, encumbered,
attached or otherwise disposed of or transferred in any manner, either
voluntarily or by operation of law (all hereinafter collectively referred to as
"Transfers"), all or any portion of the Restricted Shares or any interest
therein except in accordance with and subject to the terms of this Section 12.
12.3 Voluntary Transfer Repurchase Option. If Optionee desires to
effect a voluntary Transfer of any of the Restricted Shares during the
continuation of this Agreement, Optionee shall first give written notice to the
Company (who will forward such notice to Liberty and AT&T) of such intent to
Transfer (the "Offer Notice") specifying (a) the number of the Restricted Shares
(the "Offered Shares") and the date of the proposed Transfer (which shall not be
less than fifty-one (51) days after the giving of the Offer Notice), (b) the
name, address and principal business of the proposed transferee (the
"Transferee"), and (c) the price and other terms and conditions of the proposed
Transfer of the Offered Shares to the Transferee (the "Offer Price"). The Offer
Notice by Optionee shall constitute an offer to sell all, but not less than all,
of the Offered Shares, at the Offer Price, to the Company and/or its designated
purchaser. If the Company desires to accept Optionee's offer to sell, either for
itself or on behalf of its designated purchaser, the Company shall signify such
acceptance by written notice to Optionee within fifty (50) days following the
giving of the Option Notice and shall forward a copy of such written notice to
Liberty and AT&T. Failing such acceptance, Optionee's offer shall lapse on the
fifty-first day following the giving of the Option Notice. With such written
acceptance, the Company shall designate a day not later than ten (10) days
following the date of the giving of its notice of acceptance on which the
Company or its designated purchaser shall deliver the purchase price (in the
form and manner set forth at Section 12.7) of the Offered Shares and Optionee
shall deliver to the Company or the designated purchaser, as applicable, all
certificates evidencing the Offered Shares endorsed in blank for transfer or
with separate stock powers endorsed in blank for transfer; if such certificates
are delivered to the Company, the Company shall then forward such certificates
to Liberty. Upon the lapse of Optionee's offer without acceptance by the
Company, Optionee shall be free for a period of thirty (30) days thereafter to
transfer the Offered Shares not purchased by the Company or the designated
purchaser to the Transferee (and to no one else), for a price and on such terms
and conditions as are no more favorable to the Transferee than those set forth
in the Offer Notice. After the expiration of the thirty (30) day period, the
restrictions of this Section 12 shall again apply to the Restricted Shares. The
Offered Shares so transferred by Optionee to the Transferee shall continue to be
subject to all of the terms, conditions and restrictions of this Section 12 and
the Company shall have the right to require, as a condition to such transfer,
that the Transferee execute an agreement substantially in the form and content
of the provisions of this Section 12.
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12.4. Involuntary Transfer Repurchase Option. Whenever Optionee has
any notice or knowledge of any attempted, pending or consummated involuntary
transfer or lien or charge upon any of the Restricted Shares, whether by
operation of law or otherwise, Optionee shall give immediate written notice
thereof to the Company (who will forward such notice to Liberty and AT&T).
Whenever the Company has any other notice or knowledge or any such attempted,
impending or consummated involuntary transfer, lien or charge, it shall give
written notice thereof to Optionee and will forward such notice to Liberty and
AT&T. In either case, Optionee agrees to disclose forthwith to the Company all
pertinent information in his possession relating thereto and the Company shall
forward such information to Liberty and AT&T. If any of the Restricted Shares
are subjected to any such involuntary transfer, lien or charge, the Company and
its designated purchaser shall at all times have the immediate and continuing
option to purchase such of the Restricted Shares upon notice by the Company to
Optionee or other record holder at the price set forth in Section 12.7; the
Company shall forward any such notice to Liberty and AT&T. Any of the Restricted
Shares so purchased by the Company or its designated purchaser shall in every
case be free and clear of such transfer, lien or charge.
12.5. Excepted Transfers. The provisions of Sections 12.3 and 12.4
above shall not apply to transfers by Optionee to his spouse, lineal descendants
or trustees in trust for their benefit or his own benefit; provided, however,
that Optionee shall continue to be subject to all of the terms and provisions of
this Section 12 with respect to any remaining present or future interest
whatsoever he may have in such of the transferred Restricted Shares, and further
provided that the transferee of any such Restricted Shares shall likewise be
subject to all such terms and conditions of this Section 12 as though such
transferee were a party hereto.
12.6. Repurchase Option on Employment Termination. The Company shall
have the right to purchase or designate a purchaser of all, but not less than
all, of the Restricted Shares for the purchase price specified in Section 12.7
below in the event Optionee's employment relationship with the Company is either
voluntarily or involuntarily terminated, regardless of the reason for such
termination, including but not limited to death, Permanent Disability,
Retirement or otherwise. The Company shall have a period of fifty (50) days
after the later of (i) the date of such termination, or (ii) the expiration of
the right of Optionee to exercise any unexercised portion of his Option (or the
exercise of the entire unexercised portion of his Option, if earlier), to
exercise its rights to purchase hereunder. If such right of purchase is not
exercised within the aforementioned fifty (50) day period, the Restricted Shares
as to which such time period has expired shall no longer be subject to any of
the limitations imposed by the provisions of Section 12 of this Agreement. If
the Company chooses to exercise its right to purchase the Restricted Shares
hereunder, the Company shall give its notice of exercise to Optionee or his
legal representative (and forward a copy of such notice to Liberty and AT&T)
within the aforesaid fifty (50) day period, specifying in such notice the
purchase price for the Restricted Shares and specifying in such notice a date
not later than ten (10) days following the date of the giving of such notice on
which the Company or its designated purchaser shall deliver, or be prepared to
deliver, the purchase price (in the form and manner set forth in Section 12.8)
and Optionee or his legal representative shall (subject to satisfaction of any
necessary probate proceedings) deliver all certificates evidencing such
Restricted Shares duly endorsed in blank for transfer or with separate stock
powers endorsed in blank for transfer.
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12.7. Repurchase Price. For purposes of Section 12.4 or Section 12.6
above, the per share purchase price of Restricted Shares shall be an amount
equal to the Fair Market Value of the Restricted Shares. If Optionee so requests
after termination of his employment, such purchase price shall be communicated
to the Optionee in writing not less than ten (10) days prior to the expiration
of the right of Optionee to exercise any unexercised portion of his Option, the
failure of which shall constitute, and result only in a waiver by Company of its
repurchase option under Section 12.6.
12.8. Payment of Purchase Price. For purposes of Section 12.3 above,
the purchase price of the Restricted Shares shall be paid at the same times and
in the same manner as set forth in the Offer Notice. For purposes of Section
12.4 or 12.6 above, the purchase price shall be paid in such manner and over
such period (not to exceed two (2) years and payable not less frequently than
quarterly) as the Board shall determine; provided, however, that not less than
twenty-five percent (25%) of the purchase price shall be paid as a down payment
and the balance shall bear interest at the applicable federal rate, as presently
defined in the Code.
12.9. Not Applicable.
12.10. Legend on Certificates. Prior to delivery of any certificates
of the Restricted Shares, all certificates evidencing any of the Restricted
Shares shall be imprinted on the face and reverse side of such certificate with
a legend substantially as follows:
ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR ANY OTHER
DISPOSITION OF THE SHARES OF CAPITAL STOCK OR ANY INTEREST THEREIN
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND SUBJECT TO,
THE TERMS AND PROVISIONS OF AN AGREEMENT, DATED AS OF
_________________________. A COPY OF SUCH AGREEMENT AND ALL
AMENDMENTS OR SUPPLEMENTS THERETO IS ON FILE IN THE OFFICE OF THE
SECRETARY OF THE FOUR MEDIA COMPANY. BY ACCEPTANCE OF THIS
CERTIFICATE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF
SAID AGREEMENT AND ALL AMENDMENTS OR SUPPLEMENTS THERETO.
13. Buy-Out
In the event that at the time of termination of employment Optionee
is is entitled to exercise any Options pursuant to the provisions of Section 4.1
hereof (the "Vested Options"), and in the event the stock underlying the Vested
Options is not then registered under the Securities Act of 1933, as amended, the
following shall apply:
13.1. If the termination of employment results from a termination of
Optionee by Company for Cause or from a termination by Optionee which is a
material breach of any employment agreement between Optionee and Company,
Optionee shall not be entitled to any benefits under this Section 13.
13.2. If the termination of employment results from a termination by
Company of Optionee without Cause, or from the Retirement, Permanent Disability
or death of Optionee, and if Optionee or his representative tenders the
surrender of his Vested Options to Company
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within sixty (60) days after such termination, Company will pay to Optionee an
amount equal to the Fair Market Value at the Valuation Date of the Common Stock
underlying the Vested Options less the exercise price of the Vested Options (the
"Buy-Out Price") within twelve (12) months after termination of such employment;
provided, however, that if at the time of such termination, or within twelve
(12) months thereafter.
13.3. If the termination of employment results from the action of
Optionee (other than Retirement or death), and not the action of Company, and in
the event such termination is not a material breach of any employment agreement
between Optionee and Company, and if Optionee tenders the surrender of his
Vested Options to Company within sixty (60) days after such termination, Company
will pay to Optionee an amount equal to one-half of the Buy-Out Price at the
Valuation Date within twelve (12) months after termination of such employment;
provided, however, that if at the time of such termination.
14. Definitions
14.1. "Permanent Disability" means a physical or mental disability
authorizing or resulting in termination as defined in any written employment
agreement in effect from time to time between Optionee and Company or its
Subsidiaries or Affiliates; or if there is no written employment agreement in
effect at the time of termination, "Permanent Disability" means Disability as
defined in the latest written employment agreement between Optionee and Company
or its Subsidiaries and Affiliates.
14.2. "Retirement" means the voluntary termination of employment by
Optionee after the later of (i) the completion of ten (10) consecutive years of
employment with the Company or its Predecessors, Subsidiaries or Affiliates, or
(ii) attainment of age sixty-two (62).
14.3. "Cause" means cause as defined in any written employment
agreement in effect from time to time between Optionee and Company or its
Subsidiaries or Affiliates; or if there is no written employment agreement in
effect at the time of termination, "Cause" means cause as defined in the latest
written employment agreement between Optionee and Company or its Subsidiaries or
Affiliates.
14.4. "Valuation Date" means the last day of the Company's fiscal
year coincident with or immediately prior to the date of termination of
Optionee's employment.
14.5. "Fair Market Value" means:
14.5(a) If, at the Valuation Date, the Class A Liberty Media Group
Common Stock is traded publicly, the Fair Market Value of each Restricted Share
or of each share underlying a Vested Option shall mean the average of the high
and low sales price per share of stock (or, if sales prices are not reported,
the average of the bid and ask quotations) for the Valuation Date, as reported
by The New York Stock Exchange (or, if such shares are listed on a national
stock exchange or another national quotation system and sales prices on such
exchange or system are generally reported, as reported or quoted by the
consolidated reporting system), or, if no such sales were reported for the
Valuation Date, for the most recent date on which sales prices or quotations
were available.
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14.5.(b) If, at the Valuation Date, the Class A Liberty Media Group
Common Stock is not traded publicly:
14.5.(b)(i) the Fair Market Value of each Restricted Share or of
each share underlying a Vested Option shall mean the Fair Market Value of the
Liberty Media Group (as defined in the Merger Agreement) attributable to Class A
Liberty Media Group Common Stock divided by the number of issued and outstanding
shares of Class A Liberty Media Group Common Stock on a fully diluted basis,
discounted for lack of marketability and discounted for its minority status. The
discount shall be determined by the Expert described in Section 14.5.(b)(ii)).
14.5.(b)(ii) the Fair Market Value of the Liberty Media Group shall
be the lesser of the following:
14.5.(b)(ii)(1) the value of the Liberty Media Group as of the
Valuation Date on a going concern basis based on the net assets and operating
performance of the entities comprising the Liberty Media Group, applying
recognized standards for determination of the going concern value of the
privately held Liberty Media Group, as determined by an independent Expert
selected by Liberty. The Expert shall be designated within thirty (30) days of
the event giving rise to the need for valuation, and the Expert shall be a
nationally recognized valuation firm, a valuation division of a national
accounting firm, or a nationally recognized investment banking firm. In order to
determine that portion of the Fair Market Value attributable to common stock,
there shall be deducted from the value of the Liberty Media Group an amount
equal to the liquidation preference or other stated value of all non-convertible
equity securities senior to common stock.
14.5.(b)(ii)(2) the value of the Liberty Media Group determined by
the following formula based upon the certified financial statements of Liberty
as of the Valuation Date: (a) earnings before interest, income taxes,
depreciation and amortization, multiplied by 5.3, less (b) all debt and an
amount equal to the liquidation preference or other stated value of all non-
convertible equity securities senior to common stock, plus or minus (c) any
working capital surplus or deficit. Debt shall mean all obligations for borrowed
money, including capital leases and any other obligations which would be
considered as indebtedness for borrowed money under generally accepted
accounting principles.
15. General Provisions
15.1. Entire Agreement. This Agreement contains the entire
understanding between the parties with respect to the subject matter hereof, and
supersedes any and all prior written or oral agreements between the parties with
respect to the subject matter hereof. There are no representations, agreements,
arrangements or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not set forth in
this Agreement.
15.2. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
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15.3. Notices. Any notice given pursuant to this Agreement may be
served personally on the party to be notified or may be mailed, with postage
thereon fully prepaid, by certified or registered mail, with return receipt
requested, addressed as set forth by the party's signature on this Agreement or
at such other address as such party may designate in writing from time to time.
Any notice given as provided in the preceding sentence shall be deemed delivered
when given if personally served, or if mailed, ten (10) business days after
mailing.
15.4. Further Acts. Each party to this Agreement agrees to perform
such further acts and to execute and deliver such other and additional documents
as may be reasonably necessary to carry out the provisions of this Agreement.
15.5. Severability. If any term, provision, covenant or condition of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable for any reason, such invalidity, illegality or
unenforceability shall not affect any of the other terms, provisions, covenants
or conditions of this Agreement, each of which shall be binding and enforceable.
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IN WITNESS WHEREOF, the parties have entered into this Agreement as
of the date first above written.
"COMPANY"
FOUR MEDIA COMPANY, a Delaware corporation
By:
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"OPTIONEE"
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CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Four Media Company
Stock Option Agreement with Repurchase Provisions (the "Agreement") and that I
know its contents. I am aware that by its provisions my spouse agrees to sell
all shares of Class A Liberty Media Group Common Stock, including my community
property interest in them, on the occurrence of certain events specified in the
Agreement. I hereby consent to the sale, approve of the provisions of the
Agreement and agree that those shares and my interest in them are subject to the
provisions of the Agreement and that I will take no action at any time to hinder
operation of the Agreement on those shares or my interest in them.
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(Name typed or printed)
Spouse of
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(Name typed or printed)
