Attached files
file | filename |
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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-10.29 - EX-10.29 - Liberty Expedia Holdings, Inc. | lexe-20161231ex10291b2a1.htm |
EX-10.28 - EX-10.28 - Liberty Expedia Holdings, Inc. | lexe-20161231ex10285cc1f.htm |
10-K - 10-K - Liberty Expedia Holdings, Inc. | lexe-20161231x10k.htm |
Exhibit 10.30
RESTRICTED STOCK UNITS AGREEMENT
THIS RESTRICTED STOCK UNITS 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 1 of this Agreement (the “Company”), and the recipient (the “Grantee”) of an Award of Restricted Stock Units (as defined below) 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 Restricted Stock Units 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:
1.Definitions. The following terms, when used in this Agreement, have the following meanings:
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Common Stock” has the meaning specified in Schedule I of this Agreement.
“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.
“Plan” has the meaning specified in the recitals of this Agreement.
“Plan Administrator” has the meaning specified in Schedule I of this Agreement.
“Required Withholding Amount” has the meaning specified in Section 12 of this Agreement.
“Restricted Stock Units” has the meaning specified in Section 2.
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“RSU Dividend Equivalents” means, to the extent specified by the Plan Administrator only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to stockholders of record during the Restriction Period on a like number and kind of shares of Common Stock as the shares represented by the Restricted Stock Units.
“Tranche” has the meaning specified in Section 5(a).
“Unpaid RSU Dividend Equivalents” has the meaning specified in Section 5(a).
“Vested RSU Dividend Equivalents” has the meaning specified in Section 4.
“Vesting Date” means each date on which any Restricted Stock Units cease to be subject to a risk of forfeiture, as determined in accordance with this Agreement and the Plan.
“Vesting Percentage” has the meaning specified in Section 5(a).
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(b) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director of the Company, continuously serving in such capacity) from the Grant Date through such date (the vesting or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6 hereof). |
(a) Unless otherwise determined by the Plan Administrator in its sole discretion and except as otherwise provided on Schedule I hereto: |
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8. Nontransferability of Restricted Stock Units. Restricted Stock Units and any related Unpaid RSU Dividend Equivalents, are not transferable (either voluntarily or involuntarily and whether by sale, assignment, gift, pledge, exchange or otherwise) before or after the Grantee’s death, except as follows: (a) during the Grantee’s lifetime, pursuant to a domestic relations order |
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issued by a court of competent jurisdiction that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Plan Administrator; or (b) after the Grantee’s death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Restricted Stock Units are transferred in accordance with the provisions of the preceding sentence shall take such Restricted Stock Units and any related Unpaid RSU Dividend Equivalents subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to the Grantee. Certificates representing Restricted Stock Units that have vested may be delivered (or, in the case of book entry registration, registered) only to the Grantee (or during the Grantee’s lifetime, to the Grantee’s court appointed legal representative) or to a person to whom the Restricted Stock Units have been transferred in accordance with this Section. |
(a) The Restricted Stock Units and any related Unpaid RSU Dividend Equivalents will be subject to adjustment pursuant to Section 4.2 of the Plan in such manner as the Plan Administrator, in its sole discretion, deems equitable and appropriate in connection with the occurrence following the Grant Date of any of the events described in Section 4.2 of the Plan following the Grant Date.
(b) In the event of any Board Change or Control Purchase following the Grant Date, the Restricted Stock Units and any related Unpaid RSU Dividend Equivalents may become vested in accordance with Section 10.1(b) of the Plan. In the event of an Approved Transaction following the Grant Date, all Restricted Stock Units that are then outstanding but unvested, and any related Unpaid RSU Dividend Equivalents, shall become vested in full immediately prior to consummation of the Approved Transaction. For the avoidance of doubt, in the event of an Approved Transaction following the Grant Date, the Plan Administrator shall not have the discretion contemplated by Section 10.1(b) of the Plan to determine that the Restricted Stock Units and any related Unpaid RSU Dividend Equivalents will not become vested if new or substitute Awards are given to the Grantee in accordance with Section 10.1(b) of the Plan.
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Equivalents to comply with any such law, rule, regulation, or agreement. Any certificates representing any such securities issued or delivered under this Agreement may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws. Notwithstanding any other provision in the Plan to the contrary, if, at the time of vesting of an Award that would otherwise require the Company to issue shares of Common Stock, the Company is prohibited by applicable law from settling such Award in Common Stock, then the Plan Administrator may, in its sole discretion, settle such Awards in cash, by payment to the Grantee of an amount in cash equal to the then Fair Market Value of the shares otherwise deliverable upon such vesting or exercise, less the amount of any applicable exercise or purchase price. |
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contemplated by Section 10.7(b) of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: |
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22. 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. |
23. Administrative Blackouts. In addition to its other powers under the Plan, the Plan Administrator has the authority to suspend any transactions under the Plan as it deems necessary or appropriate for administrative reasons. |
24. 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. |
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Restricted Stock Units Agreement
Grant Date: |
December 15, 2016
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Issuer: |
Liberty Expedia Holdings, Inc., a Delaware corporation
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Plan: |
Liberty Expedia Holdings, Inc. 2016 Omnibus Incentive Plan, as the same may be amended from time to time
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Plan Administrator: |
The Compensation Committee of the Board of Directors of the Company appointed by the Board of Directors of the Company pursuant to Section 3.1 of the Plan to administer the Plan
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Common Stock: |
Liberty Expedia Holdings, Inc. Series A Common Stock
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Vesting Percentage: |
331/3%
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Vesting Dates: |
Annually on each of December 15, 2017, December 15, 2018 and December 15, 2019
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Additional Vesting Terms Upon a Termination Without Cause:
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If the Grantee’s employment with the Company is terminated without Cause prior to December 15, 2019, then a pro rata portion of each Tranche of Restricted Stock Units that is not fully vested on the date of such termination (the “Termination Date”) will vest as of the Termination Date, such pro rata portion with respect to each such Tranche of Restricted Stock Units to be equal to the product of the number of Restricted Stock Units in such Tranche that are not vested on the Termination Date, multiplied by a fraction, the numerator of which is the number of calendar days that have elapsed from the Grant Date through the Termination Date plus an additional 365 calendar days, and the denominator of which is the number of days in the entire vesting period for such Tranche (in no event to exceed the total number of unvested Restricted Stock Units in such Tranche as of the Termination Date). For purposes of this Agreement, the vesting period for each Tranche of Restricted Stock Units is the period that begins on the Grant Date and ends on the Vesting Date for such Tranche.
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Additional Provisions Applicable to Grantees who hold the office of Vice President or above as of the Grant Date: |
Forfeiture for Misconduct and Repayment of Certain Amounts. If (i) a material restatement of any financial statement of the Company (including any consolidated financial statement of the Company and its consolidated Subsidiaries) is required and (ii) in the reasonable judgment of the Plan Administrator, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the Grantee, the Grantee will repay to the Company Forfeitable Benefits received by the Grantee during the Misstatement Period in such amount as the Plan Administrator may reasonably determine, taking into account, in addition to any other factors deemed relevant by the Plan Administrator, the extent to which the market value of Common Stock during the Misstatement Period was affected by the error(s) giving rise to the need for such restatement. “Forfeitable Benefits” means (i) any and all cash and/or shares of Common Stock received by the Grantee (A) upon the exercise during the Misstatement Period of any SARs held by the Grantee or (B) upon the payment during the Misstatement Period of any Cash Award or Performance Award held by the Grantee, the value of which is determined in whole or in part with reference to the value of Common Stock, and (ii) any proceeds received by the Grantee from the sale, exchange, transfer or other disposition during the Misstatement Period of any shares of Common Stock received by the Grantee upon the exercise, vesting or payment during the Misstatement Period of any Award held by the Grantee. By way of clarification, “Forfeitable Benefits” will not include any shares of Common Stock received upon exercise of any Options during the Misstatement Period that are not sold, exchanged, transferred or otherwise disposed of during the Misstatement Period. “Misstatement Period” means the 12-month period beginning on the date of the first public issuance or the filing with the Securities and Exchange Commission, whichever occurs earlier, of the financial statement requiring restatement.
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Other Clawback Policies: |
Notwithstanding any other provisions in the Plan, this Award shall be subject to recovery or clawback by the Company under any clawback policy adopted by the Company in accordance with SEC regulations or other applicable law, as amended or superseded from time to time.
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Company Notice Address: |
Liberty Expedia Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Chief Legal Officer |
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