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Delaware
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35-2333914
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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10.2 Restricted Stock Unit Grant Agreement
10.3 Stock Appreciation Right Grant Agreement
10.4 Non-Qualified Stock Option Grant Agreement
D ISCOVERY C OMMUNICATIONS , I NC .
P ERFORMANCE R ESTRICTED S TOCK U NIT G RANT A GREEMENT FOR E MPLOYEES
Discovery Communications, Inc. (the “ Company ”) has granted you a performance restricted stock unit (the “ PRSU ”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “ Plan ”). The PRSU lets you receive a specified number (the “ PRSU Shares ”) of shares
(“ Shares ”) of the Company’s Series A common stock upon satisfaction of the conditions to receipt.
The individualized communication you received (the “ Cover Letter ”) provides the details for your PRSU. It specifies the number of PRSU Shares, the Date of Grant, the schedule for vesting, and the Vesting Date(s).
The PRSU is subject in all respects to the applicable provisions of the Plan. This grant agreement does not cover all of the rules that apply to the PRSU under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this grant agreement (the “ Grant Agreement ”) or in the Plan.
The Plan document is available on the Fidelity website. The Prospectus for the Plan, the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review on the Company’s web site. You may also obtain paper copies of these documents upon request to the Company’s HR department.
Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, vesting of the PRSU, the value of the Company's stock or of this PRSU, or the Company's prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the PRSU; you agree to rely only upon your own personal advisors.
N O ONE MAY SELL , TRANSFER , OR DISTRIBUTE THE PRSU OR THE SECURITIES THAT MAY BE RECEIVED UNDER IT WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO D ISCOVERY C OMMUNICATIONS , I NC . OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED .
In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:
| Vesting Schedule | Your PRSU becomes nonforfeitable (“ Vested ”) as provided in the Cover Letter | |
| and the Grant Agreement assuming you remain employed (or serve as a | ||
| member of the Company’s board of directors (“ Board ”)) until the Vesting Date(s) | ||
| and the performance metrics are satisfied. For purposes of this Grant | ||
| Agreement, employment with the Company will include employment with any | ||
| Subsidiary whose employees are then eligible to receive Awards under the Plan | ||
| (provided that a later transfer of employment to an ineligible Subsidiary will not | ||
| terminate employment unless the Board determines otherwise). | ||
| If your employment is terminated without “ Cause ” (as defined in the Plan) or by | ||
| your death or “ Disability ” (as defined in the Plan) | ||
| before the PRSU’s performance conditions are satisfied, the PRSU will | ||
| remain or become Vested on the original vesting schedule as though you | ||
| remained working through any Vesting Date(s) occurring during the 180 | ||
| days after the date of termination, subject to any applicable performance | ||
| conditions, or | ||
| on or after satisfaction of the performance conditions and before the last | ||
| Vesting Date, the PRSU will become Vested as to any remaining portion | ||
| of the PRSU, provided that you have complied with the restrictions under | ||
| Restrictive Covenants in this Grant Agreement, and the Distribution | ||
| Date will remain the date that would have applied if your service had | ||
| continued through the last Vesting Date. | ||
| Change in | Notwithstanding the Plan’s provisions, if an Approved Transaction, | |
| Control | Control Purchase, or Board Change (each a “ Change in Control ”) occurs before | |
| the PRSU is fully vested, the PRSU will only have accelerated Vesting as a result | ||
| of the Change in Control if (i) within 12 months after the Change in Control, the | ||
| Company terminates your employment other than for Cause or, if your | ||
| employment agreement or another plan or agreement covering you permits | ||
| “Good Reason” resignation, you resign for Good Reason and (ii) with respect to | ||
| any Approved Transaction, the transaction actually closes before the first | ||
| anniversary. Accelerated Vesting will only accelerate the Distribution Date if and | ||
| to the extent permitted under Section 409A of the Internal Revenue Code | ||
| (“ Section 409A ”). | ||
| The Board reserves its ability under Section 11.1(b) of the Plan to vary this | ||
| treatment if the Board determines there is an equitable substitution or | ||
| replacement award in connection with a Change in Control. | ||
| Distribution Date | Subject to any overriding provisions in the Plan, you will receive a distribution of | |
| the Shares equivalent to your Vested PRSU Shares as soon as practicable | ||
| following the date on which you become Vested (with the actual date being the | ||
| " Distribution Date ”) and, in any event, no later than March 15 of the year | ||
| following the calendar year in which the Vesting Date(s) occurred, unless the | ||
| Board determines that you may make a timely deferral election to defer | ||
| distribution to a later date and you have made such an election (in which case | ||
| the deferred date will be the “ Distribution Date ”). | ||
| Clawback | If the Company’s Board of Directors or its Compensation Committee (the | |
| “ Committee ”) determines, in its sole discretion, that you engaged in fraud or | ||
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| misconduct as a result of which or in connection with which the Company is | ||
| required to or decides to restate its financials, the Committee may, in its sole | ||
| discretion, impose any or all of the following: | ||
| Immediate expiration of the PRSU, whether vested or not, if granted | ||
| within the first 12 months after issuance or filing of any financial | ||
| statement that is being restated (the “ Recovery Measurement Period ”); | ||
| and | ||
| Payment or transfer to the Company of the Gain from the PRSU, where | ||
| the “ Gain ” consists of the greatest of (i) the value of the PRSU Shares | ||
| on the applicable Distribution Date on which you received them within | ||
| the Recovery Measurement Period, (ii) the value of PRSU Shares | ||
| received during the Recovery Measurement Period, as determined on | ||
| the date of the request by the Committee to pay or transfer, (iii) the gross | ||
| (before tax) proceeds you received from any sale of the PRSU Shares | ||
| during the Recovery Measurement Period, and (iv) if transferred without | ||
| sale during the Recovery Measurement Period, the value of the PRSU | ||
| Shares when so transferred. | ||
| This remedy is in addition to any other remedies that the Company may have | ||
| available in law or equity. | ||
| Payment is due in cash or cash equivalents within 10 days after the Committee | ||
| provides notice to you that it is enforcing this clawback. Payment will be | ||
| calculated on a gross basis, without reduction for taxes or commissions. The | ||
| Company may, but is not required to, accept retransfer of shares in lieu of cash | ||
| payments. | ||
| By accepting this PRSU, you agree that the Clawback section, as it may be | ||
| amended from time to time without your further consent, applies to any PRSUs or | ||
| other equity compensation grants (with applicable modifications for the type of | ||
| grant) you receive or received on or after March 15, 2010. | ||
| Restrictions | You may not sell, assign, pledge, encumber, or otherwise transfer any | |
| and | interest (“ Transfer ”) in the PRSU Shares until the PRSU Shares are distributed | |
| Forfeiture | to you. Any attempted Transfer that precedes the Distribution Date is invalid. | |
| Unless the Board determines otherwise or the Grant Agreement provides | ||
| otherwise, if your employment or service with the Company terminates for any | ||
| reason before your PRSU is Vested, then you will forfeit the PRSU (and the | ||
| Shares to which they relate) to the extent that the PRSU does not otherwise vest | ||
| on or after your termination, pursuant to the rules in the Vesting Schedule | ||
| section. The forfeited PRSU will then immediately revert to the Company. You | ||
| will receive no payment for the PRSU if you forfeit it. | ||
| Restrictive | You agree that, if the Company terminates your employment without Cause on or | |
| Covenants | after the third anniversary of the Date of Grant and before the final Vesting Date, | |
| you will not, for the remainder of the period before the final Vesting Date, | ||
| perform any work on, related to, or respecting non-fiction television | ||
| programming or engage in any activities on behalf of any company or | ||
| any entity related to nonfiction television programming services for | ||
| distribution to cable, satellite and/or other multi-channel distribution | ||
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| Additional | The Company may postpone issuing and delivering any PRSU Shares for so | |
| Conditions | long as the Company determines to be advisable to satisfy the following: | |
| to Receipt | ||
| its completing or amending any securities registration or qualification of | ||
| the PRSU Shares or its or your satisfying any exemption from | ||
| registration under any Federal or state law, rule, or regulation; | ||
| its receiving proof it considers satisfactory that a person seeking to | ||
| receive the PRSU Shares after your death is entitled to do so; | ||
| your complying with any requests for representations under the Plan; | ||
| and | ||
| your complying with any Federal, state, or local tax withholding | ||
| obligations. | ||
| Additional | If the vesting provisions of the PRSU are satisfied and you are entitled to receive | |
| Representations | PRSU Shares at a time when the Company does not have a current registration | |
| from You | statement (generally on Form S-8) under the Securities Act of 1933 (the “ Act ”) | |
| that covers issuances of shares to you, you must comply with the following | ||
| before the Company will issue the PRSU Shares to you. You must — | ||
| represent to the Company, in a manner satisfactory to the Company’s | ||
| counsel, that you are acquiring the PRSU Shares for your own account | ||
| and not with a view to reselling or distributing the PRSU Shares; and | ||
| agree that you will not sell, transfer, or otherwise dispose of the PRSU | ||
| Shares unless: | ||
| a registration statement under the Act is effective at the time of | ||
| disposition with respect to the PRSU Shares you propose to sell, | ||
| transfer, or otherwise dispose of; or | ||
| the Company has received an opinion of counsel or other | ||
| information and representations it considers satisfactory to the | ||
| effect that, because of Rule 144 under the Act or otherwise, no | ||
| registration under the Act is required. | ||
| No Effect on | Nothing in this Grant Agreement restricts the Company’s rights or those of any of | |
| Employment | its affiliates to terminate your employment or other relationship at any time and | |
| or Other | for any or no reason. The termination of employment or other relationship, | |
| Relationship | whether by the Company or any of its affiliates or otherwise, and regardless of | |
| the reason for such termination, has the consequences provided for under the | ||
| Plan and any applicable employment or severance agreement or plan. | ||
| No Effect on | You understand and agree that the existence of the PRSU will not affect in any | |
| Running Business | way the right or power of the Company or its stockholders to make or authorize | |
| any adjustments, recapitalizations, reorganizations, or other changes in the | ||
| Company’s capital structure or its business, or any merger or consolidation of the | ||
| Company, or any issuance of bonds, debentures, preferred or other stock, with | ||
| preference ahead of or convertible into, or otherwise affecting the Company’s | ||
| common stock or the rights thereof, or the dissolution or liquidation of the | ||
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| Amendment | Subject to any required action by the Board or the stockholders of the Company, | |
| the Company may cancel the PRSU and provide a new Award under the Plan in | ||
| its place, provided that the Award so replaced 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 the PRSU to the extent then Vested. | ||
| Plan Governs | Wherever a conflict may arise between the terms of this Grant Agreement and | |
| the terms of the Plan, the terms of the Plan will control. The Board may adjust | ||
| the number of PRSU Shares and other terms of the PRSU from time to time as | ||
| the Plan provides. | ||
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D ISCOVERY C OMMUNICATIONS , I NC .
R ESTRICTED S TOCK U NIT G RANT A GREEMENT FOR E MPLOYEES
Discovery Communications, Inc. (the “ Company ”) has granted you a restricted stock unit (the “ RSU ”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “ Plan ”). The RSU lets you receive a specified number (the “ RSU Shares ”) of shares (“ Shares ”) of the Company’s Series A common stock upon satisfaction of the conditions to receipt.
The individualized communication you received (the “ Cover Letter ”) provides the details for your RSU. It specifies the number of RSU Shares, the Date of Grant, the schedule for vesting, and the Vesting Date(s).
The RSU is subject in all respects to the applicable provisions of the Plan. This grant agreement does not cover all of the rules that apply to the RSU under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this grant agreement (the “ Grant Agreement ”) or in the Plan.
The Plan document is available on the Fidelity website. The Prospectus for the Plan, the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review on the Company’s web site. You may also obtain paper copies of these documents upon request to the Company’s HR department.
Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, vesting of the RSU, the value of the Company's stock or of this RSU, or the Company's prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the RSU; you agree to rely only upon your own personal advisors.
N O ONE MAY SELL , TRANSFER , OR DISTRIBUTE THE RSU OR THE SECURITIES THAT MAY BE RECEIVED UNDER IT WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO D ISCOVERY C OMMUNICATIONS , I NC . OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED .
In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:
| Vesting Schedule | Your RSU becomes nonforfeitable (“ Vested ”) as provided in the Cover Letter and | |
| the Grant Agreement assuming you remain employed (or serve as a member of | ||
| the Company’s board of directors (“ Board ”)) until the Vesting Date(s). For | ||
| purposes of this Grant Agreement, employment with the Company will include | ||
| employment with any Subsidiary whose employees are then eligible to receive | ||
| Awards under the Plan (provided that a later transfer of employment to an | ||
| ineligible Subsidiary will not terminate employment unless the Board determines | ||
| otherwise). | ||
| Vesting will accelerate fully on your death or “ Disability ” (as defined in the Plan). | ||
| If your employment is terminated without “ Cause ” (as defined in the Plan) before | ||
| the RSU is fully Vested, the RSU will remain or become Vested on the original | ||
| vesting schedule as though you remained working through any Vesting Date(s) | ||
| occurring during the 90 days after the date of termination, subject to any | ||
| applicable performance conditions. | ||
| Change in | Notwithstanding the Plan’s provisions, if an Approved Transaction, | |
| Control | Control Purchase, or Board Change (each a “ Change in Control ”) | |
| occurs before the first anniversary of the Date of Grant, the RSU will only | ||
| have accelerated Vesting as a result of the Change in Control if (i) within | ||
| 12 months after the Change in Control, the Company terminates your | ||
| employment other than for Cause and (ii) with respect to any Approved | ||
| Transaction, the transaction actually closes before the first anniversary. | ||
| Accelerated Vesting will only accelerate the Distribution Date if and to | ||
| the extent permitted under Section 409A of the Internal Revenue Code | ||
| (“ Section 409A ”). | ||
| The Board reserves its ability under Section 11.1(b) of the Plan to vary | ||
| this treatment if the Board determines there is an equitable substitution | ||
| or replacement award in connection with a Change in Control. | ||
| Distribution Date | Subject to any overriding provisions in the Plan, you will receive a distribution of | |
| the Shares equivalent to your Vested RSU Shares as soon as practicable | ||
| following the date on which you become Vested (with the actual date being the | ||
| " Distribution Date ”) and, in any event, no later than March 15 of the year | ||
| following the calendar year in which the Vesting Date(s) occurred, unless the | ||
| Board determines that you may make a timely deferral election to defer | ||
| distribution to a later date and you have made such an election (in which case | ||
| the deferred date will be the “ Distribution Date ”). | ||
| Clawback | If the Company’s Board of Directors or its Compensation Committee (the | |
| “ Committee ”) determines, in its sole discretion, that you engaged in fraud or | ||
| misconduct as a result of which or in connection with which the Company is | ||
| required to or decides to restate its financials, the Committee may, in its sole | ||
| discretion, impose any or all of the following: | ||
| Immediate expiration of the RSU, whether vested or not, if granted within | ||
| the first 12 months after issuance or filing of any financial statement that | ||
| is being restated (the “ Recovery Measurement Period ”); and | ||
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| Payment or transfer to the Company of the Gain from the RSU, where | ||
| the “ Gain ” consists of the greatest of (i) the value of the RSU Shares on | ||
| the applicable Distribution Date on which you received them within the | ||
| Recovery Measurement Period, (ii) the value of RSU Shares received | ||
| during the Recovery Measurement Period, as determined on the date of | ||
| the request by the Committee to pay or transfer, (iii) the gross (before | ||
| tax) proceeds you received from any sale of the RSU Shares during the | ||
| Recovery Measurement Period, and (iv) if transferred without sale during | ||
| the Recovery Measurement Period, the value of the RSU Shares when | ||
| so transferred. | ||
| This remedy is in addition to any other remedies that the Company may have | ||
| available in law or equity. | ||
| Payment is due in cash or cash equivalents within 10 days after the Committee | ||
| provides notice to you that it is enforcing this clawback. Payment will be | ||
| calculated on a gross basis, without reduction for taxes or commissions. The | ||
| Company may, but is not required to, accept retransfer of shares in lieu of cash | ||
| payments. | ||
| By accepting this RSU, you agree that the Clawback section, as it may be | ||
| amended from time to time without your further consent, applies to any RSUs or | ||
| other equity compensation grants (with applicable modifications for the type of | ||
| grant) you receive or received on or after March 15, 2010. | ||
| Restrictions | You may not sell, assign, pledge, encumber, or otherwise transfer any | |
| and | interest (“ Transfer ”) in the RSU Shares until the RSU Shares are distributed to | |
| Forfeiture | you. Any attempted Transfer that precedes the Distribution Date is invalid. | |
| Unless the Board determines otherwise or the Grant Agreement provides | ||
| otherwise, if your employment or service with the Company terminates for any | ||
| reason before your RSU is Vested, then you will forfeit the RSU (and the Shares | ||
| to which they relate) to the extent that the RSU does not otherwise vest as a | ||
| result of the termination, pursuant to the rules in the Vesting Schedule section. | ||
| The forfeited RSU will then immediately revert to the Company. You will receive | ||
| no payment for the RSU if you forfeit it. | ||
| Limited Status | You understand and agree that the Company will not consider you a shareholder | |
| for any purpose with respect to the RSU Shares, unless and until the RSU | ||
| Shares have been issued to you on the Distribution Date. You will not receive | ||
| dividends with respect to the RSU. | ||
| Voting | You may not vote the RSU. You may not vote the RSU Shares unless and until | |
| the Shares are distributed to you. | ||
| Taxes and | The RSU provides tax deferral, meaning that the RSU Shares are not taxable to | |
| Withholding | until you actually receive the RSU Shares on or around the Distribution Date. | |
| You will then owe taxes at ordinary income tax rates as of the Distribution Date at | ||
| the Shares' value. As an employee of the Company, you may owe FICA and HI | ||
| (Social Security and Medicare) taxes before the Distribution Date. | ||
| Issuing the Shares under the RSU is contingent on satisfaction of all obligations | ||
| with respect to required tax or other required withholdings (for example, in the | ||
| U.S., Federal, state, and local taxes). The Company may take any action | ||
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| permitted under Section 11.9 of the Plan to satisfy such obligation, including, if | ||
| the Board so determines, satisfying the tax obligations by (i) reducing the number | ||
| of RSU Shares to be issued to you by that number of RSU Shares (valued at | ||
| their Fair Market Value on the date of distribution) that would equal all taxes | ||
| required to be withheld (at their minimum withholding levels), (ii) accepting | ||
| payment of the withholdings from a broker in connection with a sale of the RSU | ||
| Shares or directly from you, or (iii) taking any other action under Section 11.9 of | ||
| the Plan. If a fractional share remains after deduction for required withholding, | ||
| the Company will pay you the value of the fraction in cash. | ||
| Compliance | The Company will not issue the RSU Shares if doing so would violate any | |
| with Law | applicable Federal or state securities laws or other laws or regulations. You may | |
| not sell or otherwise dispose of the RSU Shares in violation of applicable law. | ||
| Additional | The Company may postpone issuing and delivering any RSU Shares for so | |
| Conditions | long as the Company determines to be advisable to satisfy the following: | |
| to Receipt | ||
| its completing or amending any securities registration or qualification of | ||
| the RSU Shares or its or your satisfying any exemption from registration | ||
| under any Federal or state law, rule, or regulation; | ||
| its receiving proof it considers satisfactory that a person seeking to | ||
| receive the RSU Shares after your death is entitled to do so; | ||
| your complying with any requests for representations under the Plan; | ||
| and | ||
| your complying with any Federal, state, or local tax withholding | ||
| obligations. | ||
| Additional | If the vesting provisions of the RSU are satisfied and you are entitled to receive | |
| Representations | RSU Shares at a time when the Company does not have a current registration | |
| from You | statement (generally on Form S-8) under the Securities Act of 1933 (the “ Act ”) | |
| that covers issuances of shares to you, you must comply with the following | ||
| before the Company will issue the RSU Shares to you. You must — | ||
| represent to the Company, in a manner satisfactory to the Company’s | ||
| counsel, that you are acquiring the RSU Shares for your own account | ||
| and not with a view to reselling or distributing the RSU Shares; and | ||
| agree that you will not sell, transfer, or otherwise dispose of the RSU | ||
| Shares unless: | ||
| a registration statement under the Act is effective at the time of | ||
| disposition with respect to the RSU Shares you propose to sell, | ||
| transfer, or otherwise dispose of; or | ||
| the Company has received an opinion of counsel or other | ||
| information and representations it considers satisfactory to the | ||
| effect that, because of Rule 144 under the Act or otherwise, no | ||
| registration under the Act is required. | ||
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| No Effect on | Nothing in this Grant Agreement restricts the Company’s rights or those of any of | |
| Employment | its affiliates to terminate your employment or other relationship at any time and | |
| or Other | for any or no reason. The termination of employment or other relationship, | |
| Relationship | whether by the Company or any of its affiliates or otherwise, and regardless of | |
| the reason for such termination, has the consequences provided for under the | ||
| Plan and any applicable employment or severance agreement or plan. | ||
| No Effect on | You understand and agree that the existence of the RSU will not affect in any | |
| Running Business | way the right or power of the Company or its stockholders to make or authorize | |
| any adjustments, recapitalizations, reorganizations, or other changes in the | ||
| Company’s capital structure or its business, or any merger or consolidation of the | ||
| Company, or any issuance of bonds, debentures, preferred or other stock, with | ||
| preference ahead of or convertible into, or otherwise affecting the Company’s | ||
| common stock or the rights thereof, or the dissolution or liquidation of the | ||
| Company, or any sale or transfer of all or any part of its assets or business, or | ||
| any other corporate act or proceeding, whether or not of a similar character to | ||
| those described above. | ||
| Section 409A | The RSU is intended to comply with the requirements of Section 409A and must | |
| be construed consistently with that section. Notwithstanding anything in the Plan | ||
| or this Grant Agreement to the contrary, if the RSU Vests in connection with your | ||
| “separation from service” within the meaning of Section 409A, as determined by | ||
| the Company), and if (x) you are then a “specified employee” within the meaning | ||
| of Section 409A at the time of such separation from service (as determined by | ||
| the Company, by which determination you agree you are bound) and (y) the | ||
| distribution of RSU Shares under such accelerated RSU will result in the | ||
| imposition of additional tax under Section 409A if distributed to you within the six | ||
| month period following your separation from service, then the distribution under | ||
| such accelerated RSU will not be made until the earlier of (i) the date six months | ||
| and one day following the date of your separation from service or (ii) the 10 th day | ||
| after your date of death. Neither the Company nor you shall have the right to | ||
| accelerate or defer the delivery of any such RSU Shares or benefits except to the | ||
| extent specifically permitted or required by Section 409A. In no event may the | ||
| Company or you defer the delivery of the RSU Shares beyond the date specified | ||
| in the Distribution Date section, unless such deferral complies in all respects | ||
| with Treasury Regulation Section 1.409A-2(b) related to subsequent changes in | ||
| the time or form of payment of nonqualified deferred compensation | ||
| arrangements, or any successor regulation. In any event, the Company makes | ||
| no representations or warranty and shall have no liability to you or any other | ||
| person, if any provisions of or distributions under this Grant Agreement are | ||
| determined to constitute deferred compensation subject to Section 409A but not | ||
| to satisfy the conditions of that section. | ||
| Unsecured | The RSU creates a contractual obligation on the part of the Company to make | |
| Creditor | a distribution of the RSU Shares at the time provided for in this Grant Agreement. | |
| Neither you nor any other party claiming an interest in deferred compensation | ||
| hereunder shall have any interest whatsoever in any specific assets of the | ||
| Company. Your right to receive distributions hereunder is that of an unsecured | ||
| general creditor of Company. | ||
| Governing Law | The laws of the State of Delaware will govern all matters relating to the RSU, | |
| without regard to the principles of conflict of laws. | ||
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| Notices | Any notice you give to the Company must follow the procedures then in effect. If | |
| no other procedures apply, you must send your notice in writing by hand or by | ||
| mail to the office of the Company’s Secretary (or to the Chair of the Board if you | ||
| are then serving as the sole Secretary). If mailed, you should address it to the | ||
| Company’s Secretary (or the Chair of the Board) at the Company’s then | ||
| corporate headquarters, unless the Company directs RSU holders to send | ||
| notices to another corporate department or to a third party administrator or | ||
| specifies another method of transmitting notice. The Company and the Board | ||
| will address any notices to you using its standard electronic communications | ||
| methods or at your office or home address as reflected on the Company’s | ||
| personnel or other business records. You and the Company may change the | ||
| address for notice by notice to the other, and the Company can also change the | ||
| address for notice by general announcements to RSU holders. | ||
| Amendment | Subject to any required action by the Board or the stockholders of the Company, | |
| the Company may cancel the RSU and provide a new Award under the Plan in | ||
| its place, provided that the Award so replaced 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 the RSU to the extent then Vested. | ||
| Plan Governs | Wherever a conflict may arise between the terms of this Grant Agreement and | |
| the terms of the Plan, the terms of the Plan will control. The Board may adjust | ||
| the number of RSU Shares and other terms of the RSU from time to time as the | ||
| Plan provides. | ||
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D ISCOVERY P ERFORMANCE E QUITY P ROGRAM
C ASH -S ETTLED S TOCK A PPRECIATION R IGHT A GREEMENT FOR E MPLOYEES
Discovery Communications, Inc. (the “ Company ”) has granted you a stock appreciation right (the “ SAR ”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “ Plan ”). The Company’s general program to offer equity and equity-type awards to eligible employees is referred to as the “ Performance Equity Program ” (or “ PEP ”). The SAR lets you receive a cash amount equivalent to the appreciation in value, if any, at the time of exercise of a specified number of shares of the Company’s Series A common stock (the “ SAR Shares ”) over a specified measurement price per share (the “ Base Price ”).
The individualized communication you received (the “ Cover Letter ”) provides the details for your SAR. It specifies the number of SAR Shares, the Base Price, the Date of Grant, the schedule for exercisability, and the latest date the SAR will expire (the “ Term Expiration Date ”).
The SAR is subject in all respects to the applicable provisions of the Plan. This Grant Agreement does not cover all of the rules that apply to the SAR under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this grant agreement (the “ Grant Agreement ”) or in the Plan. If you are located in a country other than the United States, you are also receiving an
International Addendum to this Grant Agreement (the “ International Addendum ”). You are required to sign a copy of the International Addendum in addition to accepting this Grant Agreement electronically. The International Addendum is incorporated into the Grant Agreement by reference and supplements the terms of this Grant Agreement and future grants to you under the Plan.
The Plan document is available on the Fidelity website. The Prospectus for the Plan and the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review on the Company’s web site. You may also obtain paper copies of these documents upon request to the Company’s HR department.
Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, exercisability of the SAR, the value of the Company's stock or of this SAR, or the Company's prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the SAR; you agree to rely only upon your own personal advisors.
N O ONE MAY SELL , TRANSFER , OR DISTRIBUTE THE SAR WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO D ISCOVERY C OMMUNICATIONS , I NC . OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED .
In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:
| SAR | While your SAR remains in effect under the SAR Expiration section, you | |
| Exercisability | may exercise any exercisable portions of the SAR (and receive the applicable | |
| appreciation in value) under the timing rules of this section. | ||
| The SAR will become exercisable on the schedule provided in the Cover Letter to | ||
| this Grant Agreement, assuming you remain employed (or serve as a member of | ||
| the Company’s board of directors) through each Exercisability Date. Any | ||
| fractional shares will be carried forward to the following Exercisability Date, | ||
| unless the Committee selects a different treatment. For purposes of this Grant | ||
| Agreement, employment with the Company will include employment with any | ||
| Subsidiary whose employees are then eligible to receive Awards under the Plan | ||
| (provided that a later transfer of employment to an ineligible Subsidiary will not | ||
| terminate employment unless the Committee determines otherwise). | ||
| Exercisability will accelerate fully on your Retirement, or, while employed, your | ||
| Disability or death. If the Company terminates your employment without Cause | ||
| during a calendar year before the SAR is fully exercisable, the SAR will remain or | ||
| become exercisable as though you remained working through any Exercisability | ||
| Dates occurring during the 90 days after the date of termination. (“ Cause ” has | ||
| the meaning provided in Section 11.2(b) of the Plan. “ Retirement ” means your | ||
| employment ends for any reason other than Cause at a point at which you are at | ||
| least age 60 and have been employed by the Company, any of its subsidiaries, | ||
| or Discovery Communications, LLC for at least five years, where your period of | ||
| service is determined using the Company’s Prior Employment Service Policy or a | ||
| successor policy chosen by the Committee. Acceleration upon Retirement does | ||
| not apply in countries subject to the EU Directive on Discrimination.) | ||
| Change in | Notwithstanding the Plan’s provisions, if an Approved Transaction, | |
| Control | Control Purchase, or Board Change (each a “ Change in Control ”) | |
| occurs while you remain employed by the Company, the SAR will only | ||
| have accelerated exercisability as a result of the Change in Control if | ||
| (i) within 12 months after the Change in Control, (x) your employment is | ||
| terminated without Cause or (y) you resign for Good Reason and (ii) with | ||
| respect to any Approved Transaction, the transaction actually closes and | ||
| the qualifying separation from employment occurs within 12 months after | ||
| the closing date. | ||
| “ Good Reason ” has the meaning provided in your employment | ||
| agreement with the Company or, if no such agreement is in effect after a | ||
| Change in Control, any of the following events without your consent and | ||
| as measured against the status in effect at the Change in Control (unless | ||
| you have subsequently consented to a different status): (a) a required | ||
| relocation of your principal place of employment that results in an | ||
| increase in commuting distance of at least 50 miles, (b) a job level | ||
| reduction of at least two levels, or (c) a reduction in base salary, provided | ||
| however , that you must provide the Company with written notice of the | ||
| existence of the event constituting Good Reason within 45 days of your | ||
| knowledge of any such event having occurred and allow the Company | ||
| 30 days to cure the same. If the Company so cures the change, you will | ||
| not have a basis for terminating your employment for Good Reason with | ||
| respect to such cured change. If such event is not cured within such | ||
| 30 day period, you may make your resignation effective at the end of | ||
| such 30 day period. Unless the Committee determines otherwise, Good | ||
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| · | Immediately upon termination of employment for Cause |
| · | The 30 th day after your employment (or directorship) ends if you resign other than on Retirement (except as extended below on death) |
| · | The 90 th day after your employment (or directorship) ends if the Company terminates your employment without Cause (even if then eligible for Retirement, except as the Committee otherwise provides) |
| · | For death, Disability, or Retirement, the first anniversary of the date employment ends |
| · | The Term Expiration Date |
| If you die during the 30 or 90 day period after your employment ends (on a | ||
| termination without Cause or a resignation), the period for exercise will be | ||
| extended until the first anniversary of the date your employment ended, subject | ||
| to the Term Expiration Date, and the extended date will be the Final Exercise | ||
| Date. | ||
| The Committee can override the expiration provisions of this Grant Agreement. | ||
| Method of | Subject to this Grant Agreement and the Plan, you may exercise the SAR only by | |
| Exercise | providing a written notice (or notice through another previously approved method, | |
| which could include a web-based or voice- or e-mail system) to the Secretary of | ||
| the Company or to whomever the Committee designates, received on or before | ||
| the date the SAR expires. Each such notice must satisfy whatever then-current | ||
| procedures apply to that SAR and must contain such representations | ||
| (statements from you about your situation) as the Company requires. | ||
| Withholding | The Company will reduce the cash to be issued to you in connection with any | |
| exercise of the SAR by an amount that would equal all taxes (for example, in the | ||
| U.S., Federal, state, and local taxes) required to be withheld (at their minimum | ||
| withholding levels). If a fractional share remains after the required withholding, | ||
| the Company will pay you the value of the fraction in cash. | ||
| Compliance | You may not exercise the SAR if such exercise would violate any applicable | |
| with Law | Federal or state securities laws or other laws or regulations. | |
| Clawback | If the Company’s Board of Directors or its Compensation Committee (the | |
| “ Committee ”) determines, in its sole discretion, that you engaged in fraud or | ||
| misconduct as a result of which or in connection with which the Company is | ||
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| required to or decides to restate its financials, the Committee may, in its sole | ||
| discretion, impose any or all of the following: | ||
| Immediate expiration of the SAR, whether vested or not, if granted within | ||
| the first 12 months after issuance or filing of any financial statement that | ||
| is being restated (the “ Recovery Measurement Period ”); and | ||
| As to any exercised portion of the SAR (to the extent, during the | ||
| Recovery Measurement Period, the SAR is granted, vests, is exercised, | ||
| or the purchased shares are sold), prompt payment to the Company of | ||
| any SAR Gain. For purposes of this Agreement, the “ SAR Gain ” per | ||
| share you received on exercise of SARs is the spread between closing | ||
| price on the date of exercise and the Base Price (i.e., the cash you | ||
| received and the withholdings paid on your behalf). | ||
| This remedy is in addition to any other remedies that the Company may have | ||
| available in law or equity. | ||
| Payment is due in cash or cash equivalents within 10 days after the Committee | ||
| provides notice to you that it is enforcing this clawback. Payment will be | ||
| calculated on a gross basis, without reduction for taxes. | ||
| By accepting this SAR, you agree that the Clawback section, as it may be | ||
| amended from time to time without your further consent, applies to any SARs or | ||
| other equity compensation grants (with applicable modifications for the type of | ||
| grant) you receive or received on or after March 15, 2010. | ||
| Additional | The Company may postpone any exercise for so long as the Company | |
| Conditions | determines to be advisable to satisfy the following: | |
| to Exercise | ||
| its completing or amending any securities registration or its or your | ||
| satisfying any exemption from registration under any Federal or state | ||
| law, rule, or regulation; | ||
| its receiving proof it considers satisfactory that a person seeking to | ||
| exercise the SAR after your death is entitled to do so; | ||
| your complying with any requests for representations under the Plan; | ||
| and | ||
| your complying with any Federal, state, or local tax withholding | ||
| obligations. | ||
| No Effect on | Nothing in this Grant Agreement restricts the Company’s rights or those of any of | |
| Employment | its affiliates to terminate your employment or other relationship at any time and | |
| or Other | for any or no reason. The termination of employment or other relationship, | |
| Relationship | whether by the Company or any of its affiliates or otherwise, and regardless of | |
| the reason for such termination, has the consequences provided for under the | ||
| Plan and any applicable employment or severance agreement or plan. | ||
| No Effect on | You understand and agree that the existence of the SAR will not affect in any | |
| Running Business | way the right or power of the Company or its stockholders to make or authorize | |
| any adjustments, recapitalizations, reorganizations, or other changes in the | ||
Page 4
| Company’s capital structure or its business, or any merger or consolidation of the | ||
| Company, or any issuance of bonds, debentures, preferred or other stock, with | ||
| preference ahead of or convertible into, or otherwise affecting the Company’s | ||
| common stock or the rights thereof, or the dissolution or liquidation of the | ||
| Company, or any sale or transfer of all or any part of its assets or business, or | ||
| any other corporate act or proceeding, whether or not of a similar character to | ||
| those described above. | ||
| Governing Law | The laws of the State of Delaware will govern all matters relating to the SAR, | |
| without regard to the principles of conflict of laws. | ||
| Notices | Any notice you give to the Company must follow the procedures then in effect. If | |
| no other procedures apply, you must send your notice in writing by hand or by | ||
| mail to the office of the Company’s Secretary (or to the Chair of the Committee if | ||
| you are then serving as the sole Secretary). If mailed, you should address it to | ||
| the Company’s Secretary (or the Chair of the Committee) at the Company’s then | ||
| corporate headquarters, unless the Company directs recipients to send notices to | ||
| another corporate department or to a third party administrator or specifies | ||
| another method of transmitting notice. The Company and the Committee will | ||
| address any notices to you using its standard electronic communications | ||
| methods or at your office or home address as reflected on the Company’s | ||
| personnel or other business records. You and the Company may change the | ||
| address for notice by like notice to the other, and the Company can also change | ||
| the address for notice by general announcements to recipients. | ||
| Amendment | Subject to any required action by the Board or the stockholders of the Company, | |
| the Company may cancel the SAR and provide a new Award in its place, | ||
| provided that the Award so replaced 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 the SAR to the extent then exercisable. | ||
| Plan Governs | Wherever a conflict may arise between the terms of this Grant Agreement and | |
| the terms of the Plan, the terms of the Plan will control. The Committee may | ||
| adjust the number of SAR Shares and the Base Price and other terms of the | ||
| SAR from time to time as the Plan provides. | ||
Page 5
D ISCOVERY P ERFORMANCE E QUITY P ROGRAM
N ONQUALIFIED S TOCK O PTION G RANT A GREEMENT FOR E MPLOYEES
Discovery Communications, Inc. (the “ Company ”) has granted you an option (the “ Option ”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “ Plan ”). The Company’s general program to offer equity and equity-type awards to eligible employees is referred to as the “ Performance Equity Program ” (or “ PEP ”). The Option lets you purchase a specified number (the “ Option Shares ”) of shares of the Company’s Series A common stock, at a specified price per share (the “ Grant Price ”).
The individualized communication you received (the “ Cover Letter ”) provides the details for your Option. It specifies the number of Option Shares, the Grant Price, the Date of Grant, the schedule for exercisability, and the latest date the Option will expire (the “ Term Expiration Date ”).
The Option is subject in all respects to the applicable provisions of the Plan. This Grant
Agreement does not cover all of the rules that apply to the Option under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this grant agreement (the “ Grant Agreement ”) or in the Plan. If you are located in a country other than the United States, you are also receiving an International Addendum to this Grant Agreement (the “ International Addendum ”). You are required to sign a copy of the International Addendum in addition to accepting this Grant Agreement electronically. The International Addendum is incorporated into the Grant Agreement by reference and supplements the terms of this Grant Agreement and future grants to you under the Plan.
The Plan document is available on the Fidelity website. The Prospectus for the Plan, the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review on the Company’s web site. You may also obtain paper copies of these documents upon request to the Company’s HR department.
Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, exercisability of the Option, the value of the Company's stock or of this Option, or the Company's prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the Option; you agree to rely only upon your own personal advisors.
N O ONE MAY SELL , TRANSFER , OR DISTRIBUTE THE O PTION OR THE SECURITIES THAT MAY BE PURCHASED UPON EXERCISING THE O PTION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO D ISCOVERY C OMMUNICATIONS , I NC . OR OTHER INFORMATION AND
REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT REQUIRED .
In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:
| Option | While your Option remains in effect under the Option Expiration section, you | |
| Exercisability | may exercise any exercisable portions of the Option (and buy the Option Shares) | |
| under the timing rules of this section. | ||
| The Option will become exercisable on the schedule provided in the Cover Letter | ||
| to this Grant Agreement, assuming you remain employed (or serve as a member | ||
| of the Company’s board of directors) through each Exercisability Date. Any | ||
| fractional shares will be carried forward to the following Exercisability Date, | ||
| unless the Committee selects a different treatment. For purposes of this Grant | ||
| Agreement, employment with the Company will include employment with any | ||
| Subsidiary whose employees are then eligible to receive Awards under the Plan | ||
| (provided that a later transfer of employment to an ineligible Subsidiary will not | ||
| terminate employment unless the Committee determines otherwise). | ||
| Exercisability will accelerate fully on your Retirement, or, while employed, your | ||
| Disability or death. If the Company terminates your employment without Cause | ||
| during a calendar year before the Option is fully exercisable, the Option shall | ||
| remain or become exercisable as though you remained working through any | ||
| Exercisability Dates occurring during the 90 days after the date of termination. | ||
| (“ Cause ” has the meaning provided in Section 11.2(b) of the Plan. “ Retirement ” | ||
| means your employment ends for any reason other than Cause at a point at | ||
| which you are at least age 60 and have been employed by the Company, any of | ||
| its subsidiaries, or Discovery Communications, LLC for at least five years, where | ||
| your period of service is determined using the Company’s Prior Employment | ||
| Service Policy or a successor policy chosen by the Committee. Acceleration | ||
| upon Retirement does not apply in countries subject to the EU Directive on | ||
| Discrimination.) | ||
| Change in | Notwithstanding the Plan’s provisions, if an Approved Transaction, | |
| Control | Control Purchase, or Board Change (each a “ Change in Control ”) | |
| occurs while you remain employed by the Company, the Option will only | ||
| have accelerated exercisability as a result of the Change in Control if | ||
| (i) within 12 months after the Change in Control, (x) your employment is | ||
| terminated without Cause or (y) you resign for Good Reason and (ii) with | ||
| respect to any Approved Transaction, the transaction actually closes and | ||
| the qualifying separation from employment occurs within 12 months after | ||
| the closing date. | ||
| “ Good Reason ” has the meaning provided in your employment | ||
| agreement with the Company or, if no such agreement is in effect after a | ||
| Change in Control, any of the following events without your consent and | ||
| as measured against the status in effect at the Change in Control (unless | ||
| you have subsequently consented to a different status): (a) a required | ||
| relocation of your principal place of employment that results in an | ||
| increase in commuting distance of at least 50 miles, (b) a job level | ||
| reduction of at least two levels, or (c) a reduction in base salary, provided | ||
| however , that you must provide the Company with written notice of the | ||
| existence of the event constituting Good Reason within 45 days of your | ||
| knowledge of any such event having occurred and allow the Company | ||
| 30 days to cure the same. If the Company so cures the change, you will | ||
| not have a basis for terminating your employment for Good Reason with | ||
Page 2
| · | The 30 th day after your employment (or directorship) ends if you resign other than on Retirement (except as extended below on death) |
| · | The 90 th day after your employment (or directorship) ends if the Company terminates your employment without Cause (even if then eligible for Retirement, except as the Committee otherwise provides, and except as extended below on death) |
| · | For death, Disability, or Retirement, the first anniversary of the date employment ends |
| · | The Term Expiration Date |
| If you die during the 30 or 90 day period after your employment ends (on a | ||
| termination without Cause or a resignation), the period for exercise will be | ||
| extended until the first anniversary of the date your employment ended, subject | ||
| to the Term Expiration Date, and the extended date will be the Final Exercise | ||
| Date. | ||
| The Committee can override the expiration provisions of this Grant Agreement. | ||
| Automatic Exercise | At close of business on the Final Exercise Date, if the Exercise Spread Test is | |
| met, the Option will be automatically exercised using the “net exercise” method | ||
| described below, without regard to the notice requirement and with additional | ||
| shares retained for purposes of satisfying the minimum applicable tax | ||
| withholdings (the “ Automatic Exercise ” ) . The Option satisfies the “ Exercise | ||
| Spread Test ” if the per share spread between the closing price of the Company’s | ||
| Series A common stock and the Grant Price (the “ Exercise Spread ”) on the | ||
| Final Exercise Date is at least one dollar. If the Exercise Spread Test is not | ||
| satisfied, the unexercised portions of the Option will expire as of close of | ||
| business on the Final Exercise Date. | ||
| For avoidance of doubt, you may exercise any exercisable portion of the Option | ||
| prior to the time of an Automatic Exercise and no portion of the Option may or will | ||
| be exercised at or after your termination for Cause. | ||
Page 3
| The Automatic Exercise procedure is provided as a convenience and as a | ||
| protection against inadvertent expiration of an Option. Because any exercise of | ||
| an Option is normally your responsibility, you hereby waive any claims against | ||
| the Company or any of its employees or agents if an Automatic Exercise does | ||
| not occur for any reason and the Option expires. | ||
| Method of | Subject to this Grant Agreement and the Plan, and other than for portions of the | |
| Exercise and | Option that are automatically exercised as described in the Automatic Exercise | |
| Payment for | section, you may exercise the Option only by providing a written notice (or notice | |
| Shares | through another previously approved method, which could include a web-based | |
| or voice- or e-mail system) to the Secretary of the Company or to whomever the | ||
| Committee designates, received on or before the date the Option expires. Each | ||
| such notice must satisfy whatever then-current procedures apply to that Option | ||
| and must contain such representations (statements from you about your | ||
| situation) as the Company requires. You must, at the same time, pay the Grant | ||
| Price using one or more of the following methods: | ||
| Cash/Check | cash or check in the amount of the Grant Price payable to the order of | |
| the Company; | ||
| Cashless | an approved cashless exercise method, including directing the Company | |
| Exercise | to send the stock certificates (or other acceptable evidence of ownership) | |
| to be issued under the Option to a licensed broker acceptable to the | ||
| Company as your agent in exchange for the broker’s tendering to the | ||
| Company cash (or acceptable cash equivalents) equal to the Grant Price | ||
| and, if you so elect, any required tax withholdings; or | ||
| Net Exercise | by delivery of a notice of “net exercise” to or as directed by the | |
| Company, as a result of which you will receive (i) the number of shares | ||
| underlying the portion of the Option being exercised less (ii) such | ||
| number of shares as is equal to (A) the aggregate Grant Price for the | ||
| portion of the Option being exercised divided by (B) the Fair Market | ||
| Value on the date of exercise. | ||
| The Committee can approve additional payment methods, including use | ||
| of a fully or partially recourse promissory note, subject to any prohibitions | ||
| of applicable law. | ||
| Clawback | If the Company’s Board of Directors or its Compensation Committee (the | |
| “ Committee ”) determines, in its sole discretion, that you engaged in fraud or | ||
| misconduct as a result of which or in connection with which the Company is | ||
| required to or decides to restate its financials, the Committee may, in its sole | ||
| discretion, impose any or all of the following: | ||
| Immediate expiration of the Option , whether vested or not, if granted | ||
| within the first 12 months after issuance or filing of any financial | ||
| statement that is being restated (the “ Recovery Measurement Period ”) | ||
| As to any exercised portion of the Option (to the extent, during the | ||
| Recovery Measurement Period, the Option is granted, vests, is | ||
| exercised, or the purchased shares are sold), prompt payment to the | ||
| Company of any Option Gain. For purposes of this Agreement, the | ||
| “ Option Gain ” per share you received on exercise of options is | ||
Page 4
Page 5
| its receiving proof it considers satisfactory that a person seeking to | ||
| exercise the Option after your death is entitled to do so; | ||
| your complying with any requests for representations under the Plan; | ||
| and | ||
| your complying with any Federal, state, or local tax withholding | ||
| obligations. | ||
| Additional | If you exercise the Option at a time when the Company does not have a current | |
| Representations | registration statement (generally on Form S-8) under the Securities Act of 1933 | |
| from You | (the “ Act ”) that covers issuances of shares to you, you must comply with the | |
| following before the Company will issue the Option Shares to you. You must — | ||
| represent to the Company, in a manner satisfactory to the Company’s | ||
| counsel, that you are acquiring the Option Shares for your own account | ||
| and not with a view to reselling or distributing the Option Shares; and | ||
| agree that you will not sell, transfer, or otherwise dispose of the Option | ||
| Shares unless: | ||
| a registration statement under the Act is effective at the time of | ||
| disposition with respect to the Option Shares you propose to sell, | ||
| transfer, or otherwise dispose of; or | ||
| the Company has received an opinion of counsel or other | ||
| information and representations it considers satisfactory to the | ||
| effect that, because of Rule 144 under the Act or otherwise, no | ||
| registration under the Act is required. | ||
| No Effect on | Nothing in this Grant Agreement restricts the Company’s rights or those of any of | |
| Employment | its affiliates to terminate your employment or other relationship at any time and | |
| or Other | for any or no reason. The termination of employment or other relationship, | |
| Relationship | whether by the Company or any of its affiliates or otherwise, and regardless of | |
| the reason for such termination, has the consequences provided for under the | ||
| Plan and any applicable employment or severance agreement or plan. | ||
| Not a Stockholder | You understand and agree that the Company will not consider you a stockholder | |
| for any purpose with respect to any of the Option Shares until you have | ||
| exercised the Option, paid for the shares, and received evidence of ownership. | ||
| No Effect on | You understand and agree that the existence of the Option will not affect in any | |
| Running Business | way the right or power of the Company or its stockholders to make or authorize | |
| any adjustments, recapitalizations, reorganizations, or other changes in the | ||
| Company’s capital structure or its business, or any merger or consolidation of the | ||
| Company, or any issuance of bonds, debentures, preferred or other stock, with | ||
| preference ahead of or convertible into, or otherwise affecting the Company’s | ||
| common stock or the rights thereof, or the dissolution or liquidation of the | ||
| Company, or any sale or transfer of all or any part of its assets or business, or | ||
| any other corporate act or proceeding, whether or not of a similar character to | ||
| those described above. | ||
| Governing Law | The laws of the State of Delaware will govern all matters relating to the Option, | |
| without regard to the principles of conflict of laws. | ||
Page 6
| Notices | Any notice you give to the Company must follow the procedures then in effect. If | |
| no other procedures apply, you must send your notice in writing by hand or by | ||
| mail to the office of the Company’s Secretary (or to the Chair of the Committee if | ||
| you are then serving as the sole Secretary). If mailed, you should address it to | ||
| the Company’s Secretary (or the Chair of the Committee) at the Company’s then | ||
| corporate headquarters, unless the Company directs optionees to send notices | ||
| to another corporate department or to a third party administrator or specifies | ||
| another method of transmitting notice. The Company and the Committee will | ||
| address any notices to you using its standard electronic communications | ||
| methods or at your office or home address as reflected on the Company’s | ||
| personnel or other business records. You and the Company may change the | ||
| address for notice by like notice to the other, and the Company can also change | ||
| the address for notice by general announcements to optionees. | ||
| Amendment | Subject to any required action by the Board or the stockholders of the Company, | |
| the Company may cancel the Option and provide a new Award in its place, | ||
| provided that the Award so replaced 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 the Option to the extent then exercisable. | ||
| Plan Governs | Wherever a conflict may arise between the terms of this Grant Agreement and | |
| the terms of the Plan, the terms of the Plan will control. The Committee may | ||
| adjust the number of Option Shares and the Grant Price and other terms of the | ||
| Option from time to time as the Plan provides. | ||
Page 7