Form of Performance-Based Restricted Stock Units Agreement under the Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan for certain officers
Exhibit 10.1
PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.
The Company has adopted the incentive plan that governs the Performance-Based Restricted Stock Units specified in Schedule I hereto (as has been or may hereafter be amended, the “Plan”), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and, by this reference, made a part hereof. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan.
Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to grant you an Award of Performance-Based Restricted Stock Units, subject to the conditions and restrictions set forth in this Agreement and in the Plan, in order to provide you with additional remuneration for services rendered, to encourage you to remain in the service or employ of the Company or its Subsidiaries and to increase your personal interest in the continued success and progress of the Company.
The Company and you therefore agree as follows:
“Agreement” has the meaning specified in the preamble to this Agreement.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Certification Date” has the meaning specified in Section 3(a) (Vesting; Certification).
“Close of Business” means, on any day, 4:00 p.m., New York, New York time.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Confidential Information” has the meaning specified in Section 9 (Confidential Information).
“Disability” has the meaning specified as “Disability” in Section 2.1 of the Plan.
“Employment Termination Date” means the date of termination of your employment with the Company or a Subsidiary, as applicable.
“Forfeitable Benefits” has the meaning specified in Section 28 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Misstatement Period” has the meaning specified in Section 28 (Forfeiture for Misconduct and Repayment of Certain Amounts).
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“Performance Period” has the meaning specified in Schedule I hereto.
“Plan” has the meaning specified in the preamble to this Agreement.
“Plan Administrator” has the meaning specified in Section 12 (Plan Administrator).
“Required Withholding Amount” has the meaning specified in Section 6 (Mandatory Withholding for Taxes).
“Restricted Stock Units” has the meaning specified in Section 2 (Award).
“RSU Dividend Equivalents” has the meaning specified in Section 5 (Dividend Equivalents).
“Section 409A” has the meaning specified in Section 27 (Code Section 409A).
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Schedule I
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Performance-Based Restricted Stock Units Agreement
[Insert Grant Code]
Grant Date: | [____________] |
Issuer/Company: | Liberty TripAdvisor Holdings, Inc., a Delaware corporation |
Plan: | Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan, as amended from time to time |
Common Stock: | Liberty TripAdvisor Holdings, Inc. 2019 Series A Common Stock |
Performance Period: | The calendar year that began on January 1, [2021] and ends on December 31, [2021] |
Company Notice Address: | Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Chief Legal Officer |
Company Website: | www.libertytripadvisor.com |
Plan Access: | You can access the Plan via the link at the end of the Agreement or by contacting Liberty TripAdvisor Holdings, Inc.’s Legal Department. |