Home Shopping Network 2015 Annual Report Download - page 90

Download and view the complete annual report

Please find page 90 of the 2015 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 100

  • 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
  • 99
  • 100

4
(ii) any PSUs, Continuing PSUs or Cash Right, as applicable, shall be fully vested and become immediately
payable; and
(iii) all PSUs, Continuing PSUs 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.
2. 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 Grantee in connection with the PSUs, together with any and all other fees and expenses necessarily incurred
by the Company in connection therewith.
7. Other Restrictions
(a) The PSUs shall be subject to the requirement that, if at any time the Committee shall determine that any of the
following are required (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon
any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body, then
in any such event, the award of PSUs shall not be effective unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the Committee.
(b) The Grantee acknowledges that the Grantee is subject to the Company’s policies regarding compliance with
securities laws, including but not limited to its Securities Trading Policy (as in effect from time to time and any successor policies),
and, pursuant to these policies, if the Grantee is on the Company’s insider list, the Grantee shall be required to obtain pre-clearance
from the Company’s Chief Legal Officer prior to purchasing or selling any of the Company’s securities, including any shares
issued upon vesting of the PSUs, and may be prohibited from selling such shares other than during an open trading window. The
Grantee further acknowledges that, in its discretion, the Company may prohibit the Grantee from selling such shares even during
an open trading window if the Company has concerns over the potential for insider trading.
8. Limitation on Obligations
The Company’s obligation with respect to the PSUs granted hereunder is limited solely to the delivery to the Grantee of
shares of Common Stock on the date when such shares are due to be delivered hereunder, and in no way shall the Company become
obligated to pay cash in respect of such obligation, except as otherwise expressly provided for herein. This Award shall not be
secured by any specific assets of the Company or any of its subsidiaries, nor shall any assets of the Company or any of its subsidiaries
be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Agreement.
9. No Effect on Company Actions
Notwithstanding any term or provision hereof to the contrary, the existence of the award, or of any outstanding PSUs
awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate:
(i) any or all adjustments, recapitalizations, reorganizations, stock splits, stock dividends, combination of shares or other changes
in the Company’s capital structure or its business, (ii) any merger, consolidation or similar transaction by or of the Company, (iii)
any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred
or preference stock that would rank prior to or on parity with the PSUs and/or that would include, have or possess other rights,
benefits and/or preferences superior to those that the PSUs include, has or possesses, or any warrants, options or rights with respect
to any of the foregoing, (iv) the dissolution or liquidation of the Company, (v) any sale, transfer or assignment of all or any part
of the stock, assets or business of the Company or (vi) any other corporate transaction, act or proceeding (whether of a similar
character or otherwise).
10. Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to PSUs
The parties acknowledge and agree that this Award and any proceeds or value received as a result of vesting of this Award
shall be subject to the terms of the Company’s executive compensation recovery (or “clawback”) policy provided for in the