Form of Performance Unit Agreement (Market Expansion) Pursuant to the WideOpenWest, Inc. 2017 Omnibus Incentive Plan
Exhibit 10.14
PERFORMANCE UNIT AGREEMENT
PURSUANT TO THE
WIDEOPENWEST, INC. 2017 OMNIBUS INCENTIVE PLAN
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Participant:
Grant Date:
Target Number of
Performance Units Granted: _________ 1 of which:
_______ are subject to the 20__ Houses Passed performance criteria, as described in Section 3(a) (the “Target 20__ Houses Passed Units”); and
_______ are subject to the 20__ Houses Passed performance criteria as described in Section 3(b) (the “Target 20__ Houses Passed Units”).
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THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between WideOpenWest, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the WideOpenWest, Inc. 2017 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant Performance Units provided herein to the Participant; and
WHEREAS, in consideration of the Grant as defined herein, Participant agrees to abide by each of the covenants set forth in this Agreement and acknowledges that the inherent value of the Grant constitutes good, valuable and sufficient consideration for each of the Participant’s covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:
1 Target number of performance units based on the number of shares using the closing stock price on the date of grant.
ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
| Threshold Goal | Target Goal | Maximum Goal |
Performance (% of Target) | 80% | 100% | 110% |
Performance (Houses Passed) | [__] | [__] | [__] |
Performance Units2 | TBD | TBD | TBD |
2 The number of performance units based on WideOpenWest’s closing share price on the date of grant.
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| Threshold Goal | Target Goal | Maximum Goal |
Performance (% of Target) | 80% | 100% | 110% |
Performance (Houses Passed) | [__] | [__] | [__] |
Performance Units3 | TBD | TDB | TBD |
3 The number of performance units based on WideOpenWest’s closing share price on the date of grant.
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a) | Confidential Information; Intellectual Property: Participant acknowledges and agrees that, as a result of Participant’s employment, Participant has access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or un-patentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. Participant agrees that Participant shall not disclose or use at any time, either during Participant’s employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of Participant’s acts or omissions to act. In addition, Participant further agrees that any invention, design or innovation that Participant conceives or devises from Participant’s use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for Participant’s personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company. |
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b) | Non-Solicitation; Non-Competition: During Participant’s employment and for a period of twelve (12) months (the “No-Raid Period”) following Participant’s termination for any reason Participant will not directly or indirectly solicit, induce or attempt to influence any associate to leave the employment of the Company, nor will Participant hire any such associate or assist any other person or entity in doing so (each such activity, a “Raiding Activity”). During Participant’s employment and for a period of twenty four (24) months following Participant’s termination for any reason, Participant will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes, or plans to compete, with the Company or its products, nor will Participant call on or otherwise attempt (or assist the attempt) to solicit the business of any customer or client of the Company with whom Participant had direct contact or supervisory authority (each such activity, a “Competitive Activity”) in the 24-month period immediately preceding Participant’s separation (the “Non-Competition Period”). |
Participant recognizes that the existing business of the Company extends to various locations and areas throughout the United States and may extend hereafter to other countries and territories and agrees that the scope of this Paragraph 12 b) shall extend to any part of the United States, and any other country or territory, where the Company operates or conducts business, or has concrete plans to do so at the time Participant’s employment terminates. It is agreed that the Participant’s services to the Company are special and unique giving them peculiar value, the loss of which cannot be reasonably or adequately compensated for by damages, and in the event of the Participant’s breach of this Paragraph 12 b), Company shall be entitled to equitable relief by way of injunction or otherwise in addition to the cessation of payments and benefits pursuant to this Agreement or any other agreements between the Company and Participant. If any provision of Paragraph 12 b) of this Agreement is deemed to be unenforceable by a court (whether because of the subject matter of the provision, the duration of a restriction, the geographic or other scope of a restriction or otherwise), that provision shall not be rendered void but the parties instead agree that the court shall amend and alter such provision to such lesser degree, time, scope, extent and/or territory as will grant Company the maximum restriction on Participant’s activities permitted by applicable law in such circumstances. Company’s failure to exercise its rights to enforce the provisions of this Agreement shall not be affected by the existence or non-existence of any other similar agreement for anyone else employed by the Company or by Company’s failure to exercise any of its rights under any such agreement.
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c) | Nondisparagement: Participant agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products and services at any time during employment or thereafter. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
WideOpenWest, Inc.
By: ______________________
Name: ______________________
Title: ______________________
PARTICIPANT
By: ______________________
Name: ____________________
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