PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.
The Company has adopted the incentive plan that governs the Performance-Based Restricted Stock Units specified in Schedule I hereto (as has been or may hereafter be amended, the “Plan”), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and, by this reference, made a part hereof. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan.
Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to grant you an Award of Performance-Based Restricted Stock Units, subject to the conditions and restrictions set forth in this Agreement and in the Plan, in order to provide you with additional remuneration for services rendered, to encourage you to remain in the service or employ of the Company or its Subsidiaries and to increase your personal interest in the continued success and progress of the Company.
The Company and you therefore agree as follows:
“Agreement” has the meaning specified in the preamble to this Agreement.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Certification Date” has the meaning specified in Section 3(a) (Vesting; Certification).
“Close of Business” means, on any day, 4:00 p.m., New York, New York time.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Confidential Information” has the meaning specified in Section 9 (Confidential Information).
“Disability” has the meaning specified as “Disability” in Section 2.1 of the Plan.
“Employment Termination Date” means the date of termination of your employment with the Company or a Subsidiary, as applicable.
“Forfeitable Benefits” has the meaning specified in Section 28 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Grant Date” has the meaning specified in the preamble to this Agreement.
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“Misstatement Period” has the meaning specified in Section 28 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Performance Period” has the meaning specified in Schedule I hereto.
“Plan” has the meaning specified in the preamble to this Agreement.
“Plan Administrator” has the meaning specified in Section 12 (Plan Administrator).
“Required Withholding Amount” has the meaning specified in Section 6 (Mandatory Withholding for Taxes).
“Restricted Stock Units” has the meaning specified in Section 2 (Award).
“RSU Dividend Equivalents” has the meaning specified in Section 5 (Dividend Equivalents).
“Section 409A” has the meaning specified in Section 27 (Code Section 409A).
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Schedule I
to
Performance-Based Restricted Stock Units Agreement
[Insert Grant Code]
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“Employment Agreement” means the Employment Agreement between you and QVC, Inc., effective as of the 16th day of December, 2015, as amended effective as of November 17, 2020 as the same may be amended from time to time. “Protected Termination” has the meaning specified in the Employment Agreement. “QVC” means QVC, Inc., a Delaware corporation that is a wholly-owned subsidiary of the Company. “Release Condition” means the requirements set forth in Section 9.H of the Employment Agreement that you deliver a “Release” (as defined in the Employment Agreement) in accordance with such Section in order to receive certain benefits upon a termination of your employment pursuant to Section 9.A., Section 9.C., Section 9.E. or Section 9.G. of the Employment Agreement. |
Vesting Terms upon Protected Termination prior to end of Performance Period: | Notwithstanding Section 3(d)(i) of the Agreement, if your employment with the Company or its Subsidiaries terminates prior to the end of the Performance Period pursuant to a Protected Termination (other than a Protected Termination pursuant to Section 9.G (Protected Termination Following a Change of Control of QVC) of the Employment Agreement) and the Release Condition is timely met in accordance with the Employment Agreement, the Restricted Stock Units will remain outstanding until the Certification Date and will thereafter vest in accordance with Section 3(a) as if you had remained actively employed with the Company or its Subsidiaries from the Grant Date through the Certification Date to the extent the Plan Administrator certifies they have vested in accordance with such Section. |
Vesting Terms upon Protected Termination after the end of the Performance Period: | Notwithstanding Section 3(d)(ii) of the Agreement, if you remain employed with the Company or a Subsidiary until the last day of the Performance Period, and your employment is then terminated by the Company or a Subsidiary, as applicable, pursuant to a Protected Termination on or after the last day of the Performance Period, but prior to the Certification Date, the Restricted Stock Units will remain outstanding until the Certification Date and will thereafter vest in accordance with Section 3(a) as if you had remained actively employed with the Company or its Subsidiaries from the Grant Date through the Certification Date to the extent the Plan Administrator certifies they have vested in accordance with such Section. |
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Vesting Terms upon Protected Termination Following a Change of Control of QVC: | Notwithstanding Section 3(d)(i) or Section 3(d)(v) of the Agreement, if your employment with the Company or its Subsidiaries is terminated prior to the Certification Date in a Protected Termination pursuant to Section 9.G (Protected Termination Following a Change of Control of QVC) of the Employment Agreement and the Release Condition is timely met in accordance with the Employment Agreement, the Target RSUs will vest effective as of the date of such termination of employment. |
Vesting Terms upon Death or Termination by Reason of Disability: | Notwithstanding Section 3(d)(iii) of the Agreement, the Target RSUs will vest if your employment with the Company or its Subsidiaries is terminated prior to the Certification Date by reason of your Disability or your death only if the Release Condition is timely met in accordance with the Employment Agreement, and if the Release Condition is not so timely met, the Restricted Stock Units will be forfeited. |
Company Notice Address: | Qurate Retail, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Chief Legal Officer |
Company Website: | www.qurateretail.com |
Plan Access: | You can access the Plan via the link at the end of the Agreement or by contacting Qurate Retail, Inc.’s Legal Department. |
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