EXHIBIT 2.03 STOCK OPTION AGREEMENT ----------------------Stock Option Agreement • June 14th, 2001 • Gemstar Tv Guide International Inc • Household audio & video equipment • Delaware
Exhibit 10.02 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of May 14, 2001 by and between SkyMall, Inc., a Nevada corporation ("Company"), and Robert M. Worsley ("Executive"). Except for...Employment Agreement • June 14th, 2001 • Gemstar Tv Guide International Inc • Household audio & video equipment • California
May 14, 2001 Gemstar-TV Guide International, Inc. 135 North Los Robles Avenue Suite 800 Pasadena, California 91101 Ladies and Gentlemen: The undersigned, Robert M. Worsley, Christi M. Worsley and the The Robert Merrill Worsley and Christi Marie...Lock-Up Agreement • June 14th, 2001 • Gemstar Tv Guide International Inc • Household audio & video equipment
The undersigned, Robert M. Worsley, Christi M. Worsley and the The Robert Merrill Worsley and Christi Marie Worsley Family Revocable Trust, beneficially own, on the date hereof, an aggregate of 4,830,280 shares of common stock, par value $.001 per share ("SkyMall Common Stock"), of SkyMall, Inc., a Nevada corporation ("SkyMall"). Each of the undersigned is entering into this letter agreement as an inducement to you to enter into, and consummate the transactions contemplated by, that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 14, 2001, by and among SkyMall, Gemstar-TV Guide International, Inc., a Delaware corporation ("Gemstar"), and GSky Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Gemstar. Each of the undersigned has received a copy of the Merger Agreement, and is familiar with its terms. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Merger Agreement.
Exhibit 2.02 VOTING, CONSENT AND STOCK TRANSFER AGREEMENTConsent and Stock Transfer Agreement • June 14th, 2001 • Gemstar Tv Guide International Inc • Household audio & video equipment • Nevada
