Home Shopping Network 2012 Annual Report Download - page 88

Download and view the complete annual report

Please find page 88 of the 2012 Home Shopping Network annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 98

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98

relating to any Comparator Company, where such Comparator Company is not the surviving entity or is otherwise no
longer publicly traded, the company will no longer be included as a Comparator Company.
2. Vesting of Award
Subject to Sections 5 and 6 of this Agreement, the Award shall vest on December 31, 2015 (the “Vesting Date”).
Nothing in this
Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any of its Affiliates or interfere in
any way with the right of the Company or any such Affiliates to terminate the Participant's service at any time, with or without cause.
(a)
Provided the Participant continues to meet the eligibility requirements described in the LTIP Description and is in
an eligible position at the conclusion of the Performance Period, as soon as practicable after the end of the Performance Period, the
Committee shall certify in writing the Company's TSR performance and the amount of the Award to which the Participant is entitled to
receive. The Award will be paid to the Participant shortly after approval of the Award by the Company's Compensation and Human
Resources Committee to the extent required but in any event no later than seventy-
five (75) days after the end of the Performance
Period.
(b)
To the extent required by federal, state or local law, the Company shall have the right to withhold and deduct from
the payments due to the Participant pursuant to the Award, amounts that would otherwise be delivered pursuant hereto for the payment
of taxes or other amounts required by law and to take such other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes.
The Award shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge, attachment or
otherwise transferred or encumbered and any such purported assignment, exchange, encumbrance, pledge or attachment shall be void and
unenforceable against the Company.
5. Forfeiture
Notwithstanding the provisions of Section 2, and except as provided in Section 6, in the event of termination of the Participant's service
with the Company prior to the Vesting Date for any reason, including by reason of death or Disability, the entire amount of the unvested Award
shall be forfeited by the Participant and canceled in its entirety effective immediately upon such termination.
6. Adjustment in the Event of Change in Control
(a)
In the event of a Change in Control, as defined in Section 10(c) of the Plan, after the Vesting Date but prior to the
payment of the Award, Participant will receive the entire amount of the Award to which the Participant is entitled.
(b)
In the event that, prior to the Vesting Date, there occurs (i) a Change in Control and (ii) a Termination of
Employment of the Participant by the Company for other than Cause or Disability or by the Participant for Good Reason, then the
Participant shall be paid the Award at the target level but prorated over the number of months during the Performance Period that the
Participant was employed by the Company, subject to Section 6(c) below.
(c)
In order to reflect the time value of the earlier payment of the Performance Cash payout and to satisfy IRS
Regulation §1.162-
27(e)(2)(iii)(B), the amount of the Performance Cash payout shall be equal to the present value of the amount that
would have been payable had the Participant been employed on the Vesting Date, based upon the whole number of months between the
first day of the month in which the Change in Control occurs and the Vesting Date, and the Federal short-
term rate determined by the
IRS pursuant to §1274 of the Internal Revenue Code for the month in which the Change in Control occurs, compounded monthly.
v.
In the event of a bankruptcy of a Comparator Company, such company shall remain a Comparator Company, without
adjustment to its financial or market condition.
3.
Settlement of Award
4. Non-
Transferability of the Award