Home Shopping Network 2015 Annual Report Download - page 83

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2
(a) Except as set forth in Section 5(b), in the event of any change in corporate capitalization (including,
but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property
of the Company (including any extraordinary cash or stock dividend), any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation
of the Company, the number of RSUs and the shares underlying the RSUs shall be equitably adjusted by the Committee
(including, in its discretion, providing for other property to be held as restricted property) as it may deem appropriate in
its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive.
(b) In the event of any change which results in the Company becoming part of an affiliated group of entities
the ultimate parent of which (the “Surviving Parent”) is not the Company or a successor entity of the Company but is a
company that (i) has common stock listed and traded on a national securities exchange and (ii) takes all appropriate action
to provide for the issuance of restricted stock units relating to its publicly listed and traded common stock (“Continuing
RSUs”) by converting the RSUs into a number of Continuing RSUs having a value equal to the value of the RSUs as of
the date of the change based on the closing market price of the Company’s Common Stock as of the date of the change,
the RSUs shall be so converted into Continuing RSUs as of the date of such change. If Continuing RSUs are granted in
accordance with the foregoing, reference in this Agreement to RSUs will be deemed to include the Continuing RSUs,
references to Company will be deemed to include the Surviving Parent and other relevant references will be deemed to
be amended to give fair and full effect to this Agreement.
(c) In the event of any change which results in the Company becoming part of an affiliated group of entities
the ultimate parent of which either (i) does not have common stock listed or traded on a national securities exchange or
(ii) fails to take appropriate action to provide for the issuance of Continuing RSUs, each RSU shall be converted into the
right to receive an amount of cash (each, a “Cash Right”) equal to the closing stock price on the last trading date of the
Company’s Common Stock on a national securities exchange preceding the change. Subject to Section 5(d) below, each
Cash Right shall vest and be paid in cash on the same terms and same date that the corresponding RSU was scheduled
to vest and be paid.
(d) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the
Plan, notwithstanding any provision of the Plan to the contrary, upon Grantee’s Termination of Employment, during the
one-year period following a Change in Control, by the Company (for other than Cause or Disability) or by the Grantee
for Good Reason:
(i) any RSUs, Continuing RSUs or Cash Right, as applicable, shall be fully vested and become immediately
payable; and
(ii) all RSUs, Continuing RSUs or the Cash Right, as applicable, shall be considered to be earned and
payable in full and any restrictions shall lapse and shall be settled as promptly as is practicable in the relevant shares or
cash, as applicable.
(e) Notwithstanding the foregoing, in no event shall a Change in Control for purposes of any distribution
be deemed to occur unless the event satisfies the requirements of Treasury Regulation Section 1.409A3-(i)(5) to the extent
(but only to the extent) that such distribution would otherwise violate Section 409A of the Code.
6. Payment of Transfer Taxes, Fees and Other Expenses
The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance
of shares received by a Grantee in connection with the RSUs, together with any and all other fees and expenses necessarily incurred
by the Company in connection therewith.
7. Non-Competition
The Grantee’s acceptance of the Award covered by this Agreement shall constitute an agreement between the Grantee
and the Company that, until the end of the 12 month period following the termination of the Grantee’s employment with the
Company (the “Prohibited Term”), whether voluntarily or involuntarily, the Grantee may not accept employment with, consult
for, serve as an independent contractor for or make a greater than 1% investment in any Competing Business or any entity that
has any material investment or interest in any Competing Business. If the Company determines that the Grantee has violated the
terms of this Section 7, it shall be entitled to recover the value of all RSUs that vested in the previous 12 months.