EX-10.8







Exhibit 10.8




MARTHA STEWART LIVING OMNIMEDIA, INC.

OMNIBUS STOCK AND OPTION COMPENSATION PLAN




NOTICE OF STOCK OPTION GRANT



Optionee:




Wenda Harris Millard

[address]




     You have been granted an option (the “Option”) to purchase Common Stock of Martha
Stewart Living Omnimedia, Inc. (the “Company”), as follows:



	 	 	 	 	 
	 

	 	Date of Grant:
	 	October 1, 2008
	 
	 	 	 	 
	 

	 	Exercise Price Per Share:
	 	$8.53
	 
	 	 	 	 
	 

	 	Total Number of Shares:
	 	100,000
	 
	 	 	 	 
	 

	 	Total Exercise Price:
	 	$853,000
	 
	 	 	 	 
	 

	 	Type of Option:
	 	                     Incentive Stock Option
	 
	 	 	 	 
	 

	 	 	 	    X
     Nonstatutory Stock Option
	 
	 	 	 	 
	 

	 	Expiration Date:
	 	September 30, 2015
	 
	 	 	 	 
	 

	 	Vesting Schedule:
	 	So long as your Service continues, the Shares underlying this Option shall
vest and become exercisable in accordance with the following schedule:
	 
	 	 	 	 
	 

	 	 	 	33% of the Total Number of Shares subject to this Option
shall vest on October 1, 2009;
	 
	 	 	 	 
	 

	 	 	 	33% of the Total Number of Shares subject to this Option
shall vest on October 1, 2010; and
	 
	 	 	 	 
	 

	 	 	 	34% of the Total Number of Shares subject to this Option
shall vest on October 1, 2011.
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the foregoing, all Shares subject to this
Option shall fully vest and become exercisable






 









 






	 	 	 	 	 
	 

	 	 	 	upon the earlier of: (1) a Change in Control (as defined
below); provided that you are still in Service at that
time; and (2) the termination of your employment by the
Company without Cause or your voluntary resignation for
Good Reason (as such terms are defined below).
	 
	 	 	 	 
	 

	 	 	 	For purposes of this Option, a Change in Control shall
mean:
	 
	 	 	 	 
	 

	 	 	 	(1) any “person” (as such term is used in Sections 3(a)(9)
and 13(d) of the Exchange Act) or “group” (as such term is
used in Section 14(d)(2) of the Exchange Act) is or
becomes a “beneficial owner” (as such term is used in Rule
13d-3 promulgated under the Exchange Act) of 50% or more
of the Voting Stock (as defined below) of the Company (as
such term is defined below for purposes of this
definition); provided that this clause (1) shall not apply
with respect to a stockholder of the Company who
beneficially owns more than 50% of the Voting Stock of the
Company on June 11, 2008;
	 
	 	 	 	 
	 

	 	 	 	(2) all or substantially all of the assets or business of
the Company are disposed of pursuant to a merger,
consolidation or other transaction unless, immediately
after such transaction, the stockholders of the Company
immediately prior to the transaction own, directly or
indirectly, in substantially the same proportion as they
owned the Voting Stock of the Company prior to such
transaction more than 50% of the Voting Stock of the
company surviving such transaction or succeeding to all or
substantially all of the assets or business of the Company
or the ultimate parent company of such surviving or
successor company if such surviving or successor company
is a subsidiary of another entity (there being excluded
from the number of shares held by such stockholders, but
not from the Voting Stock of the combined company, any
shares received by affiliates of such other company in
exchange for stock of such other company);
	 
	 	 	 	 
	 

	 	 	 	(3) the Company adopts any plan of liquidation providing
for the distribution of all or substantially






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	 	 	 	all of its assets if such plan of liquidation will result
in the winding-up of the business of the Company;
	 
	 	 	 	 
	 

	 	 	 	(4) the consummation of any merger, consolidation or other
similar corporate transaction unless, immediately after
such transaction, the stockholders of the Company
immediately prior to the transaction own, directly or
indirectly, in substantially the same proportion as they
owned the Voting Stock of the Company prior to such
transaction more than 50% of the Voting Stock of the
company surviving such transaction or its ultimate parent
company if such surviving company is a subsidiary of
another entity (there being excluded from the number of
shares held by such stockholders, but not from the Voting
Stock of the combined company, any shares received by
affiliates of such other company in exchange for stock of
such other company); or
	 
	 	 	 	 
	 

	 	 	 	(5) the failure of the Company to have any securities
required to be registered under Section 12 of the Exchange
Act.
	 
	 	 	 	 
	 

	 	 	 	For purposes of this definition, “the Company” shall
include any entity that succeeds to all or substantially
all of the business of the Company; “Voting Stock” shall
mean securities of any class or classes having general
voting power under ordinary circumstances, in the absence
of contingencies, to elect the directors of a corporation;
and references to ownership of “more than 50% of the
Voting Stock” shall mean the ownership of shares of Voting
Stock that represent the right to exercise more than 50%
of the votes entitled to be cast in the election of
directors of a corporation.
	 
	 	 	 	 
	 

	 	 	 	For purposes of this Option, Cause shall mean that the
Board has made a good faith determination, after providing
you with reasonably detailed written notice and a
reasonable opportunity to be heard on the issues at a
Board meeting, that any of the following has occurred:
	 
	 	 	 	 
	 

	 	 	 	(1) the willful and continued failure by you to
substantially perform your material duties to the Company
(other than due to mental or physical






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	 	 	 	disability) after written notice specifying such failure
and the manner in which you may rectify such failure in
the future;
	 
	 	 	 	 
	 

	 	 	 	(2) you have engaged in willful, intentional misconduct
that has resulted in material damage to the Company’s
business or reputation;
	 
	 	 	 	 
	 

	 	 	 	(3) you have been convicted of a felony; or
	 
	 	 	 	 
	 

	 	 	 	(4) you have engaged in fraud against the Company or
misappropriated Company property (other than incidental
property).
	 
	 	 	 	 
	 

	 	 	 	For purposes of this definition, no act or failure by you
shall be considered “willful” if such act is done by you
in the good faith belief that such act is or was in the
best interests of the Company or one or more of its
businesses. Nothing in this definition shall be construed
to prevent the Executive from contesting the Board’s
determination that Cause exists.
	 
	 	 	 	 
	 

	 	 	 	For purposes of this Option, Good Reason shall mean the
occurrence, without your express prior written consent, of
any one or more of the following:
	 
	 	 	 	 
	 

	 	 	 	(1) a material diminution of, or material reduction or
material adverse alteration in, your title (except as may
occur in response to a comment from a regulatory or
governmental agency), reporting status or authority to
exercise Pre-Effective Date Duties, and Responsibilities
(defined below), or the assignment to you of duties
inconsistent with those set forth in your employment
agreement dated as of September 2008 (the “Employment
Agreement”) (or as subsequently amended in accordance with
such agreement) resulting in a materially adverse change
to your duties and responsibilities; provided, however,
that the following shall not constitute Good Reason: the
assignment to, or exercise by, the Chairman of the Board,
the Company’s other Co-CEO and/or any other officer(s)
appointed by the Chairman of the Board or the Board, as
the case may be, of (and any related diminution,
reduction, alteration or






4









 






	 	 	 	 	 
	 

	 	 	 	elimination of your authority to exercise) any
Post-Effective Date Duties and Responsibilities (defined
below), regardless of whether you have exercised any such
Post-Effective Date Duties and Responsibilities; and
provided further that any diminution, reduction or adverse
alteration in your authority to exercise any Pre-Effective
Date Duties and Responsibilities (the “Reduced
Pre-Effective Date Duties and Responsibilities”) shall be
disregarded for the purposes of this subsection to the
extent that you have authority to exercise any
Post-Effective Date Duties and Responsibilities that are
of approximately comparable importance to the Company as
the Reduced Pre-Effective Date Duties and
Responsibilities;
	 
	 	 	 	 
	 

	 	 	 	(2) a material diminution, material reduction or
materially adverse alteration to your Post-Effective Date
Duties and Responsibilities as exercised by you in the
ordinary course prior to the effective date of your
Employment Agreement;
	 
	 	 	 	 
	 

	 	 	 	(3) a material breach of your Employment Agreement by the
Company that continues after the reasonable notice and
opportunity to cure;
	 
	 	 	 	 
	 

	 	 	 	(4) the Company’s requiring you to be based at a location
in excess of 35 miles from the location of your principal
job location or office specified in your Employment
Agreement, except for required travel on the Company’s
business to an extent substantially consistent with your
position; or
	 
	 	 	 	 
	 

	 	 	 	(5) a reduction by the Company of your base salary as in
effect on the effective date of your Employment Agreement,
or as the same shall be increased from time to time.
	 
	 	 	 	 
	 

	 	 	 	“Pre-Effective Date Duties and Responsibilities” shall
mean duties and responsibilities exercised by you in your
capacity as President — Media of the Company prior to the
effective date of your Employment Agreement with respect
to assets owned by the Company prior to such effective
date. “Post-Effective Date Duties and Responsibilities”
shall mean duties and responsibilities other than
Pre-Effective Date Duties and Responsibilities, and






5









 






	 	 	 	 	 
	 

	 	 	 	notwithstanding anything to the contrary may include,
without limitation, any duties and responsibilities
related to any assets or operations that were or may be
acquired by the Company on or after the effective date of
your Employment Agreement at the discretion of the Board.
Your right to terminate employment in a termination for
Good Reason shall not be affected by your incapacity due
to physical or mental illness. Subject to the
requirements set forth above, your continued employment
shall not constitute a consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason
hereunder.
	 
	 	 	 	 
	 

	 	Termination Period:
	 	You may exercise this Option for 3 months after termination of your Service
except as set forth in Section 4 of the Stock Option Agreement and in no event may you
exercise this Option after the Expiration Date. Notwithstanding the foregoing, in the event
of a Change in Control (defined above) during your Service, you may exercise this Option at
any time until the date that is five (5) years after the consummation of the Change in Control
or, if later, the expiration of the post-termination exercise period, as set forth in the
first sentence above; provided that in no event may you exercise this Option after the
Expiration Date. You are responsible for keeping track of these exercise periods following a
termination of your Service for any reason. The Company will not provide further notice of
such periods.






     Unless otherwise defined in this Notice of Stock Option Grant, the terms used herein shall
have the meanings assigned to them in the Plan.



     By your signature and the signature of the Company’s representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Martha
Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan and the Stock Option
Agreement, all of which are attached to, and made a part of, this document.



     In addition, you agree and acknowledge that your rights to any Shares underlying this Option
will be earned only as you provide Service over time, that this Option is not being granted to you
as consideration for services you rendered to the Company (or any Parent, Subsidiary, or Affiliate)
prior to your Date of Grant, and that nothing in this Notice of Stock Option Grant or the attached
documents confers upon you any right to continue your employment or consulting relationship with
the Company (or any Parent,



6









 







Subsidiary, or Affiliate) for any period of time, nor does it interfere in any way with your
right or the Company’s (or any Parent’s, Subsidiary’s, or Affiliate’s) right to terminate that
relationship at any time, for any reason, with or without cause.



     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.



	 	 	 	 	 	 	 
	OPTIONEE:	 	MARTHA STEWART LIVING OMNIMEDIA, INC.	 	 
	 
	 	 	 	 	 	 
	/s/ Wenda Harris Millard

	 	By:	 	/s/ Howard Hochhauser	 	 
	 

Signature

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Wenda Harris Millard

	 	Title:	 	Chief Financial Officer	 	 
	 

Print Name

	 	 	 	 

	 	 






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MARTHA STEWART LIVING OMNIMEDIA, INC.

OMNIBUS STOCK AND OPTION COMPENSATION PLAN




STOCK OPTION AGREEMENT




     1. Grant of Option. Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the
“Company”), hereby grants to the Optionee named in the Notice of Stock Option Grant
attached to this Stock Option Agreement (the “Optionee”), an option (the “Option”)
to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of
Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice
(the “Exercise Price”) subject to the terms, definitions and provisions of the Company’s
Omnibus Stock and Option Compensation Plan (the “Plan”), which is incorporated in this
Stock Option Agreement (the “Agreement”) by reference. Unless otherwise defined in this
Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.



     This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code
only to the extent so designated in the Notice, and to the extent it is not so designated or to the
extent this Option does not qualify as an Incentive Stock Option, it is intended to be a
Nonstatutory Stock Option. Notwithstanding the foregoing, even if designated as an Incentive Stock
Option, if the Shares subject to this Option (and all other incentive stock options granted to
Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company)
that first become exercisable in any calendar year have an aggregate fair market value (determined
for each Share as of the date of grant of the option covering such Share) in excess of $100,000,
the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option in
accordance with applicable law.



     2. Exercise of Option.



          (a) Right to Exercise. This Option shall be exercisable during its term in accordance
with the Vesting Schedule, Termination Period and Expiration Date set forth in the Notice, Section
4 below and with the applicable provisions of the Plan. This Option may not be exercised for a
fraction of a share.




          (b) Method of Exercise.




               (i) This Option shall be exercisable by execution and delivery of the Notice of Exercise
attached hereto as Exhibit A or of any other form of written notice approved for such
purpose by the Company which shall state Optionee’s election to exercise this Option, the number of
Shares in respect of which this Option is being exercised, and such other representations and
agreements as to the holder’s investment intent with respect to such Shares as may be required by
the Company pursuant to the provisions of the Plan. Such written notice shall be signed by
Optionee and shall be delivered to the Company by such means as are determined by the Committee in
its



 









 







discretion to constitute adequate delivery. The written notice shall be accompanied by
payment of the aggregate Exercise Price for the purchased Shares.



               (ii) As a condition to the exercise of this Option and as further set forth in Section 13 of
the Plan, Optionee agrees to make adequate provision for federal, state or other tax or withholding
obligations, if any, which arise upon the grant, vesting or exercise of this Option, or disposition
of Shares, whether by withholding, direct payment to the Company, or otherwise.



               (iii) The Company is not obligated, and will have no liability for failure, to issue or
deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with
all applicable laws, rules and regulations, with such compliance determined by the Company in
consultation with its legal counsel. This Option may not be exercised until such time as the Plan
has been approved by the Company’s stockholders, or if the issuance of such Shares upon such
exercise or the method of payment of consideration for such Shares would constitute a violation of
any applicable laws, rules or regulations, including any applicable U.S. federal or state
securities laws or any other law or regulation, including any rule under Part 221 of Title 12 of
the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the
exercise of this Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by applicable laws, rules or regulations. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the
date on which this Option is exercised with respect to such Shares.



               (iv) Subject to compliance with all applicable laws, rules and regulations, this Option shall
be deemed to be exercised upon receipt by the Company of the appropriate written notice of exercise
accompanied by the Exercise Price and the satisfaction of any applicable withholding obligations.



     3. Method of Payment. Payment of the Exercise Price shall be by any of the following,
or a combination of the following, at the election of Optionee: (a) cash, (b) check, (c) Cashless
Exercise, or (d) surrender of previously owned Shares.



     4. Termination of Relationship. Following the date of termination of Optionee’s
Service for any reason (the “Termination Date”), Optionee may exercise this Option only as
set forth in the Notice and this Section 4. If Optionee does not exercise this Option within the
Termination Period set forth in the Notice or the termination periods set forth below, this Option
shall terminate in its entirety. In no event may this Option be exercised after the Expiration
Date set forth in the Notice. In the event of termination of Optionee’s Service other than as a
result of Optionee’s Disability, death or for Cause, Optionee may, to the extent Optionee is vested
in the Option Shares at the Termination Date, exercise this Option during the Termination Period
set forth in the Notice. Subject to the consummation of a Change in Control, as described in the
Notice, in the event of any other termination, Optionee may exercise this Option only as described
below:



2









 





          (a) Termination upon Disability of Optionee. In the event of termination of
Optionee’s Service as a result of Optionee’s Disability, Optionee may, but only within 12 months
from the Termination Date, exercise this Option to the extent Optionee is vested in the Option
Shares.




          (b) Death of Optionee. In the event of the death of Optionee while in Service or
within 3 months following the termination of Optionee’s Service, this Option may be exercised at
any time within 12 months following the date of death by any beneficiary properly designated by the
Optionee or, if no such beneficiary exists, by the Optionee’s estate or by a person who acquired
the right to exercise this Option by bequest or inheritance, but only to the extent Optionee is
vested in the Option Shares.




          (c) Termination for Cause. In the event Optionee’s Service is terminated for Cause,
this Option shall terminate immediately upon such termination for Cause. In the event Optionee’s
employment or consulting relationship with the Company is suspended pending investigation of
whether such relationship shall be terminated for Cause, all Optionee’s rights under this Option,
including the right to exercise this Option, shall be suspended during the investigation period.




     5. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution. The designation of a beneficiary
does not constitute a transfer. This Option may be exercised during the lifetime of Optionee only
by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.



     6. Authorization to Release Necessary Personal Information.



          (a) Optionee hereby authorizes and directs Optionee’s employer to collect, use and transfer in
electronic or other form, any personal information (the “Data”) regarding Optionee’s
employment, the nature and amount of Optionee’s compensation and the facts and conditions of
Optionee’s participation in the Plan (including, but not limited to, Optionee’s name, home address,
telephone number, date of birth, social security number (or any other social or national
identification number), salary, nationality, job title, number of shares held and the details of
all Awards or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or
outstanding) for the purpose of implementing, administering and managing Optionee’s participation
in the Plan. Optionee understands that the Data may be transferred to the Company or any of its
Parent, Subsidiaries, or Affiliates, or to any third parties assisting in the implementation,
administration and management of the Plan, including any requisite transfer to a broker or other
third party assisting with the administration of this Option under the Plan or with whom shares
acquired pursuant to this Option or cash from the sale of shares underlying this Option may be
deposited. Optionee acknowledges that recipients of the Data may be located in different countries,
and those countries may have data privacy laws and protections different from those in the country
of Optionee’s residence. Furthermore, Optionee acknowledges and understand that the transfer of the



3









 






Data to the Company or any of its Parent, Subsidiaries, or Affiliates, or to any third parties is
necessary for Optionee’s participation in the Plan.




          (b) Optionee may at any time withdraw the consents herein by contacting Optionee’s local human
resources representative in writing. Optionee further acknowledges that withdrawal of consent may
affect Optionee’s ability to exercise or realize benefits from this Option, and Optionee’s ability
to participate in the Plan.




     7. No Entitlement or Claims for Compensation.



          (a) Optionee’s rights, if any, in respect of or in connection with this Option or any other
Award is derived solely from the discretionary decision of the Company to permit Optionee to
participate in the Plan and to benefit from a discretionary Award. By accepting this Option,
Optionee expressly acknowledges that there is no obligation on the part of the Company to continue
the Plan and/or grant any additional Awards to Optionee. This Option is not intended to be
compensation of a continuing or recurring nature, or part of Optionee’s normal or expected
compensation, and in no way represents any portion of a Optionee’s salary, compensation, or other
remuneration for purposes of pension benefits, severance, redundancy, resignation or any other
purpose.




          (b) Neither the Plan nor this Option or any other Award granted under the Plan shall be deemed
to give Optionee a right to become or remain an Employee, Consultant or director of the Company, a
Parent, a Subsidiary, or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates
reserve the right to terminate Optionee’s Service at any time, with or without cause, and for any
reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a
written employment agreement (if any), and Optionee shall be deemed irrevocably to have waived any
claim to damages or specific performance for breach of contract or dismissal, compensation for loss
of office, tort or otherwise with respect to the Plan, this Option or any outstanding Award that is
forfeited and/or is terminated by its terms or to any future Award.




          (c) Optionee acknowledges that he or she is voluntarily participating in the Plan.




          (d) The future value of the underlying Shares is unknown and cannot be predicted with
certainty. If the underlying Shares do not increase in value, the Option will have no value. If
Optionee exercises the Option and obtains Shares, the value of the Shares acquired upon exercise
may increase or decrease in value, even below the Exercise Price.




     8. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the Option granted under and participation in the Plan or future options
that may be granted under the Plan by electronic means or to request Optionee’s consent to
participate in the Plan by electronic means. Optionee hereby consents to receive such documents by
electronic delivery and, if requested, to agree to



4









 







participate in the Plan through an on-line or electronic system established and maintained by
the Company or a third party designated by the Company.



     9. Translation. If this Agreement or any other document related to the Plan is
translated into a language other then English and if the translated version is different from the
English version, the English version will take precedence.



     10. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and
represents that he or she is familiar with the terms and provisions thereof (and has had an
opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and
agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby
agrees to accept as binding, conclusive and final all decisions and interpretations of the
Committee regarding any questions relating to this Option. In the event of a conflict between the
terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the
Plan terms and provisions shall prevail.



     11. Miscellaneous.



          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law.




          (b) Entire Agreement; Enforcement of Rights. This Agreement, together with the Notice
and the Plan, sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and therein and merges all prior discussions between the parties. Except as
contemplated under the Plan, no modification of or amendment to this Agreement, nor any waiver of
any rights under this Agreement, shall be effective unless in writing signed or, if permitted by
the Company, electronically accepted, by the parties to this Agreement. The failure by either
party to enforce any rights under this Agreement shall not be construed as a waiver of any rights
of such party.




          (c) Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of
this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of
this Agreement shall be enforceable in accordance with its terms.




          (d) Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or 48 hours
after being deposited in the mail, as certified or registered mail, with postage prepaid, and
addressed to the Company at its principal corporate offices and to Optionee at the address
maintained for Optionee in the Company’s records.




5









 








          (e) Successors and Assigns. The rights and benefits of this Agreement shall inure to
the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of Optionee under this Agreement may not be assigned without the prior written consent
of the Company.




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EXHIBIT A




NOTICE OF EXERCISE




	 	 	 
	To:

	 	Martha Stewart Living Omnimedia, Inc.
	Attn:

	 	Administrator of the Omnibus Stock and Option Compensation Plan
	Subject:

	 	Notice of Intention to Exercise Stock Option






     This Notice of Exercise constitutes official notice that the undersigned intends to exercise
Optionee’s option to purchase                     shares of Martha Stewart Living Omnimedia, Inc. Common
Stock, under and pursuant to the Company’s Omnibus Stock and Option Compensation Plan (the “Plan”)
and the Notice of Stock Option Grant and Stock Option Agreement (the “Agreement”) dated                     , as follows:



	 	 	 	 	 	 	 
	 

	 	Number of Shares:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Exercise Price per Share:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Total Exercise Price:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Method of Payment
of Exercise Price:	 	 	 	 
	 

	 	 	 	 

	 	 






     The shares should be registered in the name (s) of:




       
                   
                   
                   
           and




        
                    
                   
                   
              .1



     By signing below, I hereby agree to be bound by all of the terms and conditions set forth in
the Plan and the Agreement. If applicable, proof of my right to purchase the shares pursuant to
the Plan and the Agreement is enclosed.2


Dated:                                                            




	 	 	 	 	 
	 

(Signature)

	 	 

(Signature)3
	 	 
	 
	 	 	 	 
	 

(Please Print Name)

	 	 

(Please Print Name)
	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 

(Full Address)

	 	 

(Full Address)
	 	 








 




			
	1	 	If more than one name is listed, please specify whether
the owners will hold the shares as community property or as joint tenants with
the right of survivorship.
	 
	2	 	Applicable if someone other than the Optionee (e.g., a
death beneficiary) is exercising the stock option.
	 
	3	 	Each person in whose name shares are to be registered
must sign this Notice of Exercise.