Attached files
file | filename |
---|---|
EX-23.3 - EX-23.3 - Liberty Expedia Holdings, Inc. | lexe-20161231ex23327ccba.htm |
EX-32 - EX-32 - Liberty Expedia Holdings, Inc. | lexe-20161231xex32.htm |
EX-31.2 - EX-31.2 - Liberty Expedia Holdings, Inc. | lexe-20161231ex31215e55c.htm |
EX-31.1 - EX-31.1 - Liberty Expedia Holdings, Inc. | lexe-20161231ex311bc86b5.htm |
EX-23.2 - EX-23.2 - Liberty Expedia Holdings, Inc. | lexe-20161231ex2321fd0ad.htm |
EX-23.1 - EX-23.1 - Liberty Expedia Holdings, Inc. | lexe-20161231ex231acb75b.htm |
EX-21 - EX-21 - Liberty Expedia Holdings, Inc. | lexe-20161231ex2166ed566.htm |
EX-10.6 - EX-10.6 - Liberty Expedia Holdings, Inc. | lexe-20161231ex10648df10.htm |
EX-10.30 - EX-10.30 - Liberty Expedia Holdings, Inc. | lexe-20161231ex10300b46e.htm |
EX-10.29 - EX-10.29 - Liberty Expedia Holdings, Inc. | lexe-20161231ex10291b2a1.htm |
10-K - 10-K - Liberty Expedia Holdings, Inc. | lexe-20161231x10k.htm |
Exhibit 10.28
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.
“Nonemployee Director” has the meaning specified in the Plan.
“Options” has the meaning specified in Section 2.
Active\44741108.1
“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.
“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).
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
Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Option. |
3
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: |
4
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 effective as of 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 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.
5
(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. |
6
7
21. Code Section 409A. This Award is subject to the provisions of Section 10.17 of the Plan regarding Section 409A of the Code and related regulations. |
22. Administrative Blackouts. In addition to its other powers under the Plan, the Plan Administrator has the authority to suspend (i) the exercise of Options and (ii) any other transactions under the Plan as it deems necessary or appropriate for administrative reasons. |
8
23. Stock Ownership Guidelines. This Award shall be subject to any applicable stock ownership guidelines adopted by the Company, as amended or superseded from time to time. |
*****
9
Schedule I
Nonqualified Stock Option Agreement
END____
Grant Date: |
________ __, 20__
|
|||
Issuer/Company: |
Liberty Expedia Holdings, Inc., a Delaware corporation
|
|||
Plan: |
Liberty Expedia Holdings, Inc. 2016 Omnibus Incentive Plan, as the same may be amended from time to time
|
|||
Plan Administrator: |
The Board of Directors of the Company
|
|||
Common Stock: |
Liberty Expedia Holdings, Inc. Series A Common Stock (“LEXEA Common Stock”)
|
|||
Option Termination Date: |
The 7th anniversary of the Grant Date
|
|||
Base Price: |
The Base Price for LEXEA Common Stock: $_____
|
|||
Vesting Percentage: |
100%
|
|||
Vesting Date: |
________ __, 20__
|
|||
Series B Director Termination Time: |
If the Grantee is a Series B Director (as defined in the Company’s Restated Certificate of Incorporation that became effective November 4, 2016 (the “Certificate”), and the Series B Director Termination Time (as defined in the Certificate) occurs prior to ________ __, 20__ [Insert Vesting Date], the Options will become exercisable in full at the Series B Director Termination Time.
|
|||
Company Notice Address: |
Liberty Expedia Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Chief Legal Officer
|
10