SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/16 Liberty Broadband Corp 10-K 12/31/15 80:15M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.00M 2: EX-10.19 Material Contract HTML 154K 3: EX-10.21 Material Contract HTML 87K 4: EX-10.22 Material Contract HTML 77K 5: EX-21 Subsidiaries List HTML 24K 6: EX-23.1 Consent of Experts or Counsel HTML 27K 7: EX-23.2 Consent of Experts or Counsel HTML 24K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 10: EX-32 Certification -- §906 - SOA'02 HTML 27K 17: R1 Document and Entity Information HTML 53K 18: R2 Condensed Combined Balance Sheets HTML 119K 19: R3 Condensed Combined Balance Sheets (Paranthetical) HTML 47K 20: R4 Condensed Combined Statements of Operations HTML 83K 21: R5 Condensed Combined Statements of Comprehensive HTML 37K Earnings (Loss) 22: R6 Condensed Combined Statements of Cash Flows HTML 127K 23: R7 Condensed Combined Statement of Equity HTML 65K 24: R8 Basis of Presentation HTML 33K 25: R9 Description of Business HTML 53K 26: R10 Summary of Significant Accounting Policies HTML 131K 27: R11 Assets and Liabilities Measured at Fair Value HTML 117K 28: R12 Investments in Available-for-Sale Securities HTML 44K 29: R13 Investments in Affiliates Accounted for Using the HTML 135K Equity Method 30: R14 Goodwill and Other Intangible Assets HTML 101K 31: R15 Debt HTML 37K 32: R16 Income Taxes HTML 140K 33: R17 Stockholders' Equity HTML 34K 34: R18 Stock-Based Compensation HTML 183K 35: R19 Employee Benefit Plans HTML 26K 36: R20 Related Party Transactions HTML 42K 37: R21 Commitments and Contingencies HTML 47K 38: R22 Segment Information HTML 202K 39: R23 Quarterly Financial Information (Unaudited) HTML 91K 40: R24 Summary of Significant Accounting Policies HTML 201K (Policies) 41: R25 Description of Business (Tables) HTML 38K 42: R26 Summary of Significant Accounting Policies HTML 84K (Tables) 43: R27 Assets and Liabilities Measured at Fair Value HTML 98K (Tables) 44: R28 Investments in Available-for-Sale Securities HTML 41K (Tables) 45: R29 Investments in Affiliates Accounted for Using the HTML 115K Equity Method (Tables) 46: R30 Goodwill and Other Intangible Assets (Table) HTML 100K 47: R31 Income Taxes (Tables) HTML 137K 48: R32 Stock-Based Compensation (Tables) HTML 166K 49: R33 Related Party Transactions (Tables) HTML 38K 50: R34 Commitments and Contingencies (Tables) HTML 32K 51: R35 Segment Information (Tables) HTML 201K 52: R36 Quarterly Financial Information (Unaudited) HTML 89K (Tables) 53: R37 Basis of Presentation (Details) HTML 29K 54: R38 Description of Business (Details) HTML 41K 55: R39 Description of Business (Details) HTML 106K 56: R40 Description of Business (Details) HTML 30K 57: R41 Summary of Significant Accounting Policies HTML 131K (Details) 58: R42 Assets and Liabilities Measured at Fair Value HTML 107K (Details) 59: R43 Assets and Liabilities Measured at Fair Value HTML 32K (Details) 60: R44 Investments in Available-for-Sale Securities HTML 37K (Details) 61: R45 Investments in Affiliates Accounted for Using the HTML 236K Equity Method (Details) 62: R46 Goodwill and Other Intangible Assets (Details) HTML 37K 63: R47 Goodwill and Other Intangible Assets (Details) HTML 79K 64: R48 Debt (Details) HTML 105K 65: R49 Income Taxes (Details) HTML 120K 66: R50 Income Taxes (Details) HTML 26K 67: R51 Stockholders' Equity (Details) HTML 50K 68: R52 Stock-Based Compensation (Details) HTML 128K 69: R53 Stock-Based Compensation (Details) HTML 138K 70: R54 Employee Benefit Plans (Details) HTML 30K 71: R55 Related Party Transactions (Details) HTML 42K 72: R56 Commitments and Contingencies (Details) HTML 36K 73: R57 Commitments and Contingencies (Details) HTML 50K 74: R58 Segment Information (Details) HTML 65K 75: R59 Segment Information (Details) HTML 37K 76: R60 Segment Information (Details) HTML 52K 77: R61 Quarterly Financial Information (Unaudited) HTML 39K (Details) 79: XML IDEA XML File -- Filing Summary XML 137K 78: EXCEL IDEA Workbook of Financial Reports XLSX 102K 11: EX-101.INS XBRL Instance -- lbrd-20151231 XML 3.15M 13: EX-101.CAL XBRL Calculations -- lbrd-20151231_cal XML 231K 14: EX-101.DEF XBRL Definitions -- lbrd-20151231_def XML 906K 15: EX-101.LAB XBRL Labels -- lbrd-20151231_lab XML 1.63M 16: EX-101.PRE XBRL Presentations -- lbrd-20151231_pre XML 1.25M 12: EX-101.SCH XBRL Schema -- lbrd-20151231 XSD 176K 80: ZIP XBRL Zipped Folder -- 0001558370-16-003202-xbrl Zip 237K
LBRD_Ex10_21 |
Exhibit 10.21
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between the issuer identified in Schedule I hereto (the “Company”), and the recipient (the “Grantee”) of an Award of Options granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement.
The Company has adopted the incentive plan identified on 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, for the benefit of eligible persons as specified in the Plan. 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 award Options to the Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee with additional remuneration for services rendered, to encourage the Grantee to remain in the service or employ of the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company.
The Company and the Grantee therefore agree as follows:
“Base Price” means, with respect to each type of Common Stock for which Options are granted hereunder, the amount set forth on Schedule I hereto as the Base Price for such Common Stock, which is the Fair Market Value of a share of such Common Stock on the Grant Date.
“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Grantee” has the meaning specified in the preamble to this Agreement.
“Options” has the meaning specified in Section 2.
“Option Share” has the meaning specified in Section 4(c)(i).
“Option Termination Date” has the meaning specified in Schedule I hereto.
“Plan” has the meaning specified in the recitals of this Agreement.
“Plan Administrator” has the meaning specified in Schedule I hereto.
“Required Withholding Amount” has the meaning specified in Section 5.
“Section 409(A)” has the meaning specified in Section 21.
“Term” has the meaning specified in Section 2.
“Unvested Fractional Option” has the meaning specified in Section 3(b).
“Vesting Date” has the meaning specified in Section 3(a).
“Vesting Percentage” has the meaning specified in Section 3(a).
2. Award. Pursuant to the terms of the Plan and in consideration of the covenants and promises of the Grantee herein contained, the Company hereby awards to the Grantee as of the Grant Date nonqualified stock options to purchase from the Company at the applicable Base Price the number and type of shares of Common Stock authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company’s online grant and administration program, subject to the conditions and restrictions set forth in this Agreement and in the Plan (the “Options”). The Options are exercisable as set forth in Section 3 during the period commencing on the Grant Date and expiring at the Close of Business on the Option Termination Date (the “Term”), subject to earlier termination as provided in Section 7 below. However, if the term of an Option expires when trading in the Common Stock is prohibited by law or the Company’s insider trading policy, then the term of such Option shall expire on the 30th day after the expiration of such prohibition. No fractional shares of Common Stock will be issuable upon exercise of an Option, and the Grantee will receive, in lieu of any fractional share of such Common Stock that the Grantee otherwise would receive upon such exercise, cash equal to the fraction representing such fractional share multiplied by the Fair Market Value of one share of such Common Stock as of the date on which such exercise is considered to occur pursuant to Section 4. |
3. Conditions of Exercise. Unless otherwise determined by the Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3. |
2
hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”). |
(c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day following such date, (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicable, and (iii) if the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, any unvested Options will become exercisable to the extent, if any, indicated on Schedule I. |
4. Manner of Exercise. Options will be considered exercised (as to the number of Options specified in the notice referred to in Section 4(c)(i)) on the latest of (a) the date of exercise designated in the written notice referred to in Section 4(c)(i), (b) if the date so designated is not a Business Day, the first Business Day following such date or (c) the earliest Business Day by which the Company has received all of the following: |
3
(ii) Payment of the applicable Base Price for each Option Share in any (or a combination) of the following forms: (A) cash, (B) check, (C) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Base Price (and, if applicable, the Required Withholding Amount as described in Section 5) or (D) at the option of the Company, the delivery of irrevocable instructions via the Company’s online grant and administration program for the Company to withhold the number of shares of Common Stock (valued at the Fair Market Value of such Common Stock on the date of exercise) required to pay such Base Price (and, if applicable, the Required Withholding Amount as described in Section 5) that would otherwise be delivered by the Company to the Grantee upon exercise of the Options; and |
5. Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will deduct from the shares of Common Stock otherwise payable or deliverable upon exercise of any Options that number of shares of the applicable Common Stock (valued at the Fair Market Value of such Common Stock on the date of exercise) that is equal to the amount of all federal, state and other governmental taxes required to be withheld by the Company or any Subsidiary of the Company upon such exercise, as determined by the Company (the “Required Withholding Amount”), unless provisions to pay such Required Withholding Amount have been made to the satisfaction of the Company. If the Grantee elects to make payment of the applicable Base Price by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay such Base Price, such instructions may also include instructions to deliver the Required Withholding Amount to the Company. In such case, the Company will notify the broker promptly of its determination of the Required Withholding Amount. |
6. Payment or Delivery by the Company. As soon as practicable after receipt of all items referred to in Section 4, and subject to the withholding referred to in Section 5, the Company will (a) deliver or cause to be delivered to the Grantee certificates issued in the Grantee’s name for, or cause to be transferred to a brokerage account through Depository Trust Company for the benefit of the Grantee, the number of shares of Common Stock purchased by exercise of Options and (b) deliver any cash payment to which the Grantee is entitled in lieu of a fractional share of Common Stock as provided in Section 2. Any delivery of shares of Common Stock will be deemed effected for all purposes when certificates representing such shares have been delivered personally to the Grantee or, if delivery is by mail, when the stock transfer agent of the Company has deposited the certificates in the United States mail, addressed to the Grantee or at the time the stock transfer agent initiates transfer of shares to a brokerage account through |
4
Depository Trust Company for the benefit of the Grantee, if applicable, and any cash payment will be deemed effected when a check from the Company, payable to the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to the Grantee or deposited in the United States mail, addressed to the Grantee. |
7. Early Termination of Options. Subject to any longer period of exercisability specified in Schedule I hereto, the Options will terminate, prior to the expiration of the Term, at the time specified below: |
(a) Subject to Section 7(b), if the Grantee’s employment with the Company or a Subsidiary is terminated or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated, in each case other than (i) by the Company or such Subsidiary for Cause, or (ii) by reason of death or Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the 90-day period that began on the date of termination of the Grantee’s employment or, in the case of a non-employee director of the Company, at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s service as a non-employee director of the Company. |
(b) If the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee director of the Company, as applicable, or prior to the expiration of a period of time following termination of the Grantee’s employment or service during which the Options remain exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of the Grantee’s death. |
(c) Subject to Section 7(b), if the Grantee’s employment with the Company or a Subsidiary terminates by reason of Disability, or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by reason of Disability, then the Options will terminate at the Close of Business on the first Business Day following the expiration of the one-year period that began on the date of termination of the Grantee’s employment or service. |
(d) If the Grantee’s employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary for Cause, or, if the Grantee is a non-employee director of the Company, if the Grantee’s service to the Company as such is terminated by the Company for Cause, then the Options will terminate immediately upon such termination of the Grantee’s employment or service. |
In any event in which Options remain exercisable for a period of time following the date of termination of the Grantee’s employment or service as provided above, the Options may be exercised during such period of time only to the extent the same were exercisable as provided in Section 3 on such date of termination of the Grantee’s employment or service. Notwithstanding any period of time referenced in this Section 7 or any other provision of this
5
Section 7 that may be construed to the contrary, the Options will in any event terminate upon the expiration of the Term.
Unless the Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary will not be considered a termination of the Grantee’s employment for purposes of this Agreement if such change of employment is made at the request or with the express consent of the Company. Unless the Plan Administrator otherwise determines, however, any such change of employment that is not made at the request or with the express consent of the Company will be a termination of the Grantee’s employment within the meaning of this Agreement.
9. No Stockholder Rights. Prior to the exercise of Options in accordance with the terms and conditions set forth in this Agreement, the Grantee will not be deemed for any purpose to be, or to have any of the rights of, a stockholder of the Company with respect to any shares of Common Stock represented by the Options, nor will the existence of this Agreement affect in any way the right or power of the Company or its stockholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 10.15 or Section 10.16, as applicable, of the Plan. |
(a) The Options will be subject to adjustment (including, without limitation, as to the Base Price) in such manner as the Plan Administrator, in its sole discretion, deems equitable and appropriate in connection with the occurrence of any of the events described in Section 4.2 of the Plan following the Grant Date. |
(b) In the event of any Approved Transaction, Board Change or Control Purchase following the Grant Date, the Options may become exercisable in accordance with Section 10.1(b) of the Plan. |
11. Restrictions Imposed by Law. Without limiting the generality of Section 10.7 or Section 10.8, as applicable, of the Plan, the Grantee will not exercise the Options, and the Company will not be obligated to make any cash payment or issue or cause to be issued any shares of Common Stock, if counsel to the Company determines that such exercise, payment or |
6
issuance would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which shares of Common Stock are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the exercise of the Options or the resulting payment of cash or issuance of shares of Common Stock to comply with any such law, rule, regulation or agreement. |
12. Notice. Unless the Company notifies the Grantee in writing of a different procedure or address, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by first class mail, postage prepaid, to the address specified for the Company in Schedule I hereto. Unless the Company elects to notify the Grantee electronically pursuant to the online grant and administration program or via email, any notice or other communication to the Grantee with respect to this Agreement will be in writing and will be delivered personally, or will be sent by first class mail, postage prepaid, to the Grantee’s address as listed in the records of the Company or any Subsidiary of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address. |
(a) this Agreement may be amended or supplemented from time to time as approved by the Plan Administrator (i) to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company’s stockholders, and provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and |
(b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. |
14. Grantee Employment or Status as a Director. Nothing contained in this Agreement, and no action of the Company or the Plan Administrator with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ of the |
7
Company or any Subsidiary or as a non-employee director of the Company or interfere in any way with the right of the Company or any employing Subsidiary (or the Company’s stockholders in the case of a non-employee director) to terminate the Grantee’s employment or service, as applicable, at any time, with or without Cause, subject to the provisions of any employment agreement between the Grantee and the Company or any Subsidiary. |
15. Nonalienation of Benefits. Except as provided in Section 8, (a) no right or benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same will be void, and (b) no right or benefit hereunder will in any manner be subjected to or liable for the debts, contracts, liabilities or torts of the Grantee or other person entitled to such benefits. |
18. Rules by Plan Administrator. The rights of the Grantee and the obligations of the Company hereunder will be subject to such reasonable rules and regulations as the Plan Administrator may adopt from time to time. |
19. Entire Agreement. This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and the Company regarding the Award. Subject to the restrictions set forth in Sections 8 and 15, this Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns. |
20. Grantee Acknowledgment. The Grantee will signify acceptance of the terms and conditions of this Agreement by acknowledging the acceptance of this Agreement via the procedures described in the online grant and administration program utilized by the Company. |
8
*****
Schedule I
to Liberty Broadband Corporation
Nonqualified Stock Option Agreement
BND______
Grant Date: |
____________, 20___ |
||
Issuer/Company: |
Liberty Broadband Corporation, a Delaware corporation |
||
Plan: |
Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) |
||
Plan Administrator: |
The Board of Directors of the Company |
||
Common Stock: |
Series C Common Stock (“LBRDK Common Stock”) |
||
Option Termination Date: |
The 7th anniversary of the Grant Date |
||
Base Price: |
The Base Price for LBRDK Common Stock: $_________ |
||
Vesting Percentage: |
100% |
||
Vesting Date: |
___________, 20___ |
||
Company Notice Address: |
Liberty Broadband Corporation 12300 Liberty Boulevard Attn: General Counsel
|
9
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/12/16 | |||
For Period end: | 12/31/15 | 4, ARS | ||
3/11/15 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Liberty Broadband Corp. 10-K 12/31/23 103:14M Toppan Merrill Bridge/FA 2/17/23 Liberty Broadband Corp. 10-K 12/31/22 106:16M Toppan Merrill Bridge/FA 2/25/22 Liberty Broadband Corp. 10-K 12/31/21 103:14M Toppan Merrill Bridge/FA 2/26/21 Liberty Broadband Corp. 10-K 12/31/20 108:14M Toppan Merrill Bridge/FA 11/01/16 SEC UPLOAD¶ 10/17/17 1:120K Liberty Broadband Corp. 9/30/16 SEC UPLOAD¶ 10/17/17 1:157K Liberty Broadband Corp. 8/12/16 SEC UPLOAD¶ 10/17/17 1:155K Liberty Broadband Corp. |