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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/21 Qurate Retail, Inc. 10-Q 6/30/21 58:8.2M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.26M 2: EX-10.6 Material Contract HTML 76K 6: EX-99.1 Miscellaneous Exhibit HTML 29K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 23K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 23K 5: EX-32 Certification -- §906 - SOA'02 HTML 21K 13: R1 Document And Entity Information HTML 78K 14: R2 Condensed Consolidated Balance Sheets HTML 123K 15: R3 Condensed Consolidated Balance Sheets HTML 36K (Parenthetical) 16: R4 Condensed Consolidated Statements of Operations HTML 102K 17: R5 Condensed Consolidated Statements Of Comprehensive HTML 51K Earnings (Loss) 18: R6 Condensed Consolidated Statements Of Cash Flows HTML 110K 19: R7 Condensed Consolidated Statements Of Cash Flows HTML 29K (Parenthetical) 20: R8 Condensed Consolidated Statement Of Equity HTML 67K 21: R9 Basis Of Presentation HTML 30K 22: R10 Stock-Based Compensation HTML 108K 23: R11 Earnings (Loss) Per Common Share HTML 40K 24: R12 Assets and Liabilities Measured at Fair Value HTML 98K 25: R13 Intangible Assets HTML 48K 26: R14 Long-Term Debt HTML 94K 27: R15 Preferred Stock HTML 30K 28: R16 Related Party Transactions with Officers and HTML 33K Directors 29: R17 Commitments and Contingencies HTML 21K 30: R18 Information About Qurate Retail's Operating HTML 252K Segments 31: R19 Stock-Based Compensation (Tables) HTML 106K 32: R20 Earnings (Loss) Per Common Share (Tables) HTML 38K 33: R21 Assets and Liabilities Measured at Fair Value HTML 94K (Tables) 34: R22 Intangible Assets (Tables) HTML 49K 35: R23 Debt (Tables) HTML 86K 36: R24 Information About Qurate Retail's Operating HTML 248K Segments (Tables) 37: R25 Basis of Presentation (Details) HTML 33K 38: R26 Stock-Based Compensation - Narrative (Details) HTML 77K 39: R27 Stock-Based Compensations - Grants (Details) HTML 63K 40: R28 Stock-Based Compensation - Additional Information HTML 40K (Details) 41: R29 Earnings (Loss) Per Common Share - Earnings Per HTML 27K Share Basic and Diluted (Details) 42: R30 Assets and Liabilities Measured at Fair Value - HTML 37K Assets And Liabilities Measured At Fair Value On A Recurring Basis (Details) 43: R31 Assets and Liabilities Measured at Fair Value - HTML 35K Realized and Unrealized Gains (Losses) (Details) 44: R32 Intangible Assets - Changes In The Carrying Amount HTML 31K Of Goodwill (Details) 45: R33 Intangible Assets - Amortization Expense For The HTML 34K Next Five Fiscal Years (Details) 46: R34 Long-Term Debt - Debt Table (Details) HTML 82K 47: R35 Long-Term Debt - Narrative (Details) HTML 60K 48: R36 Long-Term Debt - Debt Securities That Are Not HTML 23K Reported At Fair Value (Details) 49: R37 Preferred Stock (Details) HTML 46K 50: R38 Related Party Transactions with Officers and HTML 66K Directors (Details) 51: R39 Information About Qurate Retail's Operating HTML 79K Segments - Revenue Disaggregation (Details) 52: R40 Information About Qurate Retail's Operating HTML 30K Segments - Performance Measures By Segment (Details) 53: R41 Information About Qurate Retail's Operating HTML 36K Segments - Other Information By Segment (Details) 54: R42 Information About Qurate Retail's Operating HTML 45K Segments - Reconciliation Of Segment Adjusted OIBDA To Earnings (Loss) From Continuing Operations Before Income Taxes (Details) 56: XML IDEA XML File -- Filing Summary XML 99K 12: XML XBRL Instance -- qrtea-20210630x10q_htm XML 2.35M 55: EXCEL IDEA Workbook of Financial Reports XLSX 69K 8: EX-101.CAL XBRL Calculations -- qrtea-20210630_cal XML 147K 9: EX-101.DEF XBRL Definitions -- qrtea-20210630_def XML 503K 10: EX-101.LAB XBRL Labels -- qrtea-20210630_lab XML 1.05M 11: EX-101.PRE XBRL Presentations -- qrtea-20210630_pre XML 742K 7: EX-101.SCH XBRL Schema -- qrtea-20210630 XSD 133K 57: JSON XBRL Instance as JSON Data -- MetaLinks 294± 445K 58: ZIP XBRL Zipped Folder -- 0001558370-21-010758-xbrl Zip 266K
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]
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 |
Award: | Notwithstanding Section 2 of this Agreement, the number of performance-based Restricted Stock Units set forth in the notice of online grant delivered to you pursuant to the Company’s online grant and administration program represents the target number of Restricted Stock Units (the “Target RSUs”), and you have the opportunity to earn between 0% and 150% of the Target RSUs, each representing the right to receive one share of the type of Common Stock specified in such notice of online grant, subject to the conditions and restrictions set forth in this Agreement and in the Plan. |
Performance Period: | The period that began on January 1, 2021 and ends on December 31, 2021 |
Performance Objectives: | Notwithstanding Section 3(a)(i) of this Agreement, the Plan Administrator will certify the extent to which the Target RSUs vest within the parameters described above (the date as of which such certification is made, the “Certification Date”) based on the Plan Administrator’s assessment in its sole discretion (after input from the Company’s Chairman of the Board) of your satisfaction of the performance objectives set forth in the 2021 Performance Equity Program approved by the Plan Administrator on [______], 2021, the material terms of which have been provided to you. |
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. |
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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 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 | ||
---|---|---|---|---|
12/31/21 | 10-K, SD | |||
Filed on: | 8/6/21 | 3, 8-K | ||
For Period end: | 6/30/21 | |||
1/1/21 | ||||
11/17/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 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 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/13/21 Qurate Retail, Inc. 8-K:5,7,9 7/12/21 13:711K Toppan Merrill/FA 6/04/21 Qurate Retail, Inc. 8-K:1,3,5,9 6/03/21 15:604K Toppan Merrill/FA |