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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/21 Qurate Retail, Inc. 10-Q 3/31/21 57:6.7M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 900K 2: EX-10.1 Material Contract HTML 69K 3: EX-10.2 Material Contract HTML 71K 7: EX-99.1 Miscellaneous Exhibit HTML 29K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 22K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 22K 6: EX-32 Certification -- §906 - SOA'02 HTML 20K 14: R1 Document And Entity Information HTML 78K 15: R2 Condensed Consolidated Balance Sheets HTML 123K 16: R3 Condensed Consolidated Balance Sheets HTML 35K (Parenthetical) 17: R4 Condensed Consolidated Statements of Operations HTML 100K 18: R5 Condensed Consolidated Statements Of Comprehensive HTML 50K Earnings (Loss) 19: R6 Condensed Consolidated Statements Of Cash Flows HTML 105K 20: R7 Condensed Consolidated Statements Of Cash Flows HTML 29K (Parenthetical) 21: R8 Condensed Consolidated Statement Of Equity HTML 57K 22: R9 Basis Of Presentation HTML 29K 23: R10 Stock-Based Compensation HTML 107K 24: R11 Earnings (Loss) Per Common Share HTML 33K 25: R12 Assets and Liabilities Measured at Fair Value HTML 82K 26: R13 Intangible Assets HTML 47K 27: R14 Long-Term Debt HTML 93K 28: R15 Preferred Stock HTML 29K 29: R16 Commitments and Contingencies HTML 21K 30: R17 Information About Qurate Retail's Operating HTML 158K Segments 31: R18 Stock-Based Compensation (Tables) HTML 106K 32: R19 Earnings (Loss) Per Common Share (Tables) HTML 31K 33: R20 Assets and Liabilities Measured at Fair Value HTML 78K (Tables) 34: R21 Intangible Assets (Tables) HTML 49K 35: R22 Debt (Tables) HTML 85K 36: R23 Information About Qurate Retail's Operating HTML 153K Segments (Tables) 37: R24 Basis of Presentation (Details) HTML 32K 38: R25 Stock-Based Compensation - Narrative (Details) HTML 66K 39: R26 Stock-Based Compensations - Grants (Details) HTML 62K 40: R27 Stock-Based Compensation - Additional Information HTML 36K (Details) 41: R28 Earnings (Loss) Per Common Share - Earnings Per HTML 26K Share Basic and Diluted (Details) 42: R29 Assets and Liabilities Measured at Fair Value - HTML 34K Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) 43: R30 Assets and Liabilities Measured at Fair Value - HTML 31K Realized and Unrealized Gains (Losses) (Details) 44: R31 Intangible Assets - Changes In The Carrying Amount HTML 31K Of Goodwill (Details) 45: R32 Intangible Assets - Amortization Expense For The HTML 33K Next Five Fiscal Years (Details) 46: R33 Long-Term Debt - Debt Table (Details) HTML 81K 47: R34 Long-Term Debt - Narrative (Details) HTML 61K 48: R35 Long-Term Debt - Debt Securities That Are Not HTML 22K Reported At Fair Value (Details) 49: R36 Preferred Stock (Details) HTML 46K 50: R37 Information About Qurate Retail's Operating HTML 71K Segments - Revenue Disaggregation (Details) 51: R38 Information About Qurate Retail's Operating HTML 29K Segments - Performance Measures By Segment (Details) 52: R39 Information About Qurate Retail's Operating HTML 35K Segments - Other Information By Segment (Details) 53: R40 Information About Qurate Retail's Operating HTML 44K Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) 55: XML IDEA XML File -- Filing Summary XML 95K 13: XML XBRL Instance -- qrtea-20210331x10q_htm XML 1.70M 54: EXCEL IDEA Workbook of Financial Reports XLSX 61K 9: EX-101.CAL XBRL Calculations -- qrtea-20210331_cal XML 144K 10: EX-101.DEF XBRL Definitions -- qrtea-20210331_def XML 457K 11: EX-101.LAB XBRL Labels -- qrtea-20210331_lab XML 969K 12: EX-101.PRE XBRL Presentations -- qrtea-20210331_pre XML 685K 8: EX-101.SCH XBRL Schema -- qrtea-20210331 XSD 120K 56: JSON XBRL Instance as JSON Data -- MetaLinks 277± 418K 57: ZIP XBRL Zipped Folder -- 0001558370-21-006419-xbrl Zip 221K
RESTRICTED STOCK UNITS AGREEMENT
THIS 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 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 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.
“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.
“Misstatement Period” has the meaning specified in Section 28 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Plan” has the meaning specified in the preamble to this Agreement.
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“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
Restricted Stock Units Agreement
[Insert Grant Code]
Grant Date: | [____________] |
Issuer/Company: | Qurate Retail, Inc., a Delaware corporation |
Plan: | Qurate Retail, Inc. 2020 Omnibus Incentive Plan, as amended from time to time |
Common Stock: | Qurate Retail, Inc. Series A Common Stock |
General Vesting Schedule: | Subject to your continuous employment with the Company or a Subsidiary from the Grant Date through the following applicable vesting date, the Restricted Stock Units will vest on the following schedule: Vesting Date Vesting Percentage 100% |
Overriding Definitions: | For purposes of this Agreement, notwithstanding Section 1 of this Agreement: “Cause” has the meaning specified in the Employment Agreement. |
Additional Definitions: | For purposes of this Agreement: “Change of Control of QVC” has the meaning specified in Section 9.G(iv) of the Employment Agreement. “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 |
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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: | Notwithstanding Section 3(a) of the Agreement, if your employment with the Company or its Subsidiaries terminates pursuant to a Protected Termination (including 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 vest upon the Release Conditions being met. |
Vesting Terms upon Death or Termination by Reason of Disability: | Notwithstanding Section 3(b) of the Agreement, all unvested Restricted Stock Units will vest if your employment with the Company or its Subsidiaries is terminated 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 Attn: Chief Legal Officer |
Company Website: | |
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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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/10/21 | 4 | |||
Filed on: | 5/7/21 | 8-K | ||
For Period end: | 3/31/21 | |||
11/17/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Qurate Retail, Inc. 10-K 12/31/23 98:16M Toppan Merrill Bridge/FA 3/01/23 Qurate Retail, Inc. 10-K 12/31/22 92:16M Toppan Merrill Bridge/FA 2/25/22 Qurate Retail, Inc. 10-K 12/31/21 91:15M Toppan Merrill Bridge/FA 6/03/21 Qurate Retail, Inc. S-8 6/03/21 3:128K |