Home Shopping Network 2015 Annual Report Download - page 89

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3
(a) PSUs will earn dividend equivalents in the form of additional PSUs. Specifically, as of each
dividend payment date for the Company’s Common Stock, the number of PSUs will be increased with additional
PSUs (“dividend equivalent PSUs”) equal in number to the number of shares of the Company’s Common Stock that
could be bought with the cash dividends that would be paid based upon the number of PSU and previously granted
dividend equivalent PSUs as of each record date for the Company’s Common Stock assuming each PSU were one
share of the Company Common Stock. The number of PSUs that results from the calculation will be calculated to
four (4) decimal places.
(b) The number of shares of the Company’s Common Stock that could be bought with the cash
dividends will be calculated based on the Fair Market Value of the Company’s Common Stock on the applicable
dividend payment date.
(c) Dividend equivalent PSUs will vest at the same time and in the same manner as the PSUs with
which they are associated. Dividend equivalent PSUs will be paid out in accordance with the payout level percentage
determined under Section 1(b) in the same manner and pursuant to the same terms as the PSUs with which they are
associated. Accumulated dividend equivalent PSUs will be multiplied by the same payout percentage level as is used
for the Target PSUs.
1. Effect of Corporate Capitalization or Change in Control
(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 PSUs and the shares underlying such PSUs 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, (ii) is listed in the Index and (iii)
takes all appropriate action to provide for the issuance of performance stock units relating to its publicly listed and traded
common stock (“Continuing PSUs”) by converting the PSUs into a number of Continuing PSUs having a value equal to
the value of the Award as of the date of the change based on the closing market price of the relevant reference shares as
of the date of the change, the PSUs shall be so converted into Continuing PSUs as of the date of such change. If Continuing
PSUs are granted in accordance with the foregoing, reference in this Agreement to PSUs will be deemed to include the
Continuing PSUs, 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, (ii)
is not listed in the Index or (iii) fails to take appropriate action to provide for the issuance of Continuing PSUs, this Award
shall be converted into the right to receive an amount of cash (the “Cash Right”) equal to the number of PSUs multiplied
by the closing stock price on the last trading date of the Company’s stock preceding the change on a national securities
exchange times the number of shares payable for each PSU determined using such date as the last day of the performance
period in accordance with Section 1(b).
(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) If this Award is denominated in PSUs or Continuing PSUs as of the Termination of Employment, the
Award will be deemed earned at a level equivalent to the Payout Percentage determined based on the applicable TSR
ranking determined assuming that the end of the Performance Period is (A) the date of the Termination of Employment
or (B) the date of the Change in Control, whichever produces the greater Payout Percentage;