jvid视频

(8) Related Party Transactions with Officers and Directors

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Malone Stock Exchange and Maffei Arrangements

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On May听18, 2021,听Gregory B. Maffei, the Chairman of the Board听and a director of the Company,听delivered a written offer (the 鈥淥ffer鈥�) to John C. Malone, a director of听jvid视频, to acquire all of听the outstanding shares of QRTEB beneficially owned by Mr.听Malone, his wife Leslie Malone and certain trusts for the benefit of Mr. Malone, Mrs. Malone and/or their children (the 鈥淢alone Group,鈥� and such shares, the 鈥淪ubject Shares鈥�) at a per share price of $14.00 payable in cash, securities or such other form of consideration as to which Mr.听Maffei and Mr.听Malone might mutually agree. The transfer by the Malone Group of the Subject Shares was subject to the terms of听that certain call agreement, dated February听9, 1998 (the 鈥淐all Agreement鈥�), among jvid视频, as successor-in-interest to the assignee of Tele-Communications,听Inc., a Delaware corporation, Mr.听Malone and Mrs.听Malone, which provided听jvid视频听with the right to acquire all, but not less than all, of the Subject Shares听at a per share price equal to the lower of (x)听the Offer price or (y)听110% of the average closing prices of a share of QRTEA for the 30 consecutive trading days ending on May听17, 2021 (with the price calculated pursuant to clause (y)听equal to $13.62 per share (the听鈥淐all Price鈥�))听(the 鈥淐all Right鈥�). As previously disclosed, on May听18, 2021, Mr.听Malone provided written notice to jvid视频 of his desire to accept the Offer, subject to听the approval by the Board of Directors of the Company of the transactions contemplated thereby for purposes of Section听203 of the General Corporation Law of the State of Delaware, pursuant to the terms of the Call Agreement. However, in the event the Company determined to exercise the Call Right, Mr.听Malone indicated a preference for the payment of the per share price in the form of shares of QRTEA such that he would continue to hold a substantial investment in the Company.

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On June听2, 2021,听jvid视频听delivered written notice to Mr.听Malone to exercise the Call Right and to pay the per share Call Price required by the Call Agreement in shares of QRTEA. On June听3, 2021, the Company and the Malone Group entered into a Stock Exchange Agreement (the 鈥淢alone Stock Exchange Agreement鈥�) to effect the closing of the Call Right exercise, pursuant to which听the Malone Group transferred to听the Company听an aggregate of 27,655,931 shares of QRTEB, and in exchange (the 鈥淢alone Exchange鈥�),听jvid视频听issued to the Malone Group an aggregate of 30,421,522 shares of QRTEA. Under the terms of the Call Agreement, the aggregate Call Price converts into an equivalent ratio of 1.1 shares of QRTEA for each share of QRTEB with the aggregate number of shares of QRTEA issued to each member of the Malone Group rounded down to the nearest whole share.

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On June听3, 2021,听the Company, LMC and Mr.听Maffei entered into a Waiver Letter and Amendment of Employment Agreement (the 鈥淟etter Agreement鈥�), pursuant to which, among other things, Mr.听Maffei (x)听waived his rights to assert that jvid视频鈥檚 exercise of the Call Right, the transactions to be consummated pursuant to the Malone Stock Exchange Agreement or the resulting reduction in the Malone Group鈥檚 voting power with respect to听jvid视频听(collectively, the 鈥淪pecified Events鈥�) would constitute a 鈥淐hange in Control鈥� or 鈥淕ood Reason,鈥� in each case, as defined in the Executive Employment Agreement, dated as of December 13, 2019, by and between LMC and Mr. Maffei (the 鈥淓mployment Agreement鈥�), with respect to听jvid视频, and agreed not to terminate his employment with听jvid视频听for 鈥淕ood Reason鈥� in connection with or arising out of the Option Cancellation (as defined below) or any of the Specified Events, and (y)听consented to the cancellation (the 鈥淥ption Cancellation鈥�) of stock option awards to purchase shares of QRTEB that had been granted to Mr.听Maffei on each of December听24, 2014, and March听31, 2015 for 1,137,228 shares at an exercise price of $16.97 per share, and 197,783 shares at an exercise price of $16.71 per share, respectively. In consideration for the foregoing, pursuant to the Letter Agreement, (i)听Mr.听Maffei received a grant of 1,101,321 restricted shares of QRTEB that are scheduled to vest, subject to Mr.听Maffei鈥檚 continued employment with听the Company, in two equal tranches on December听10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances, and (ii)听jvid视频听agreed that the portion of the Annual Equity Awards (as defined in the Employment Agreement) to be granted by听jvid视频听to Mr.听Maffei pursuant to Section听4.11 of the Employment Agreement for calendar years 2022, 2023 and 2024 shall be granted with respect to the QRTEB.

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Exchange and Cap.听Also, on June听3, 2021,听the Company听and Mr.听Maffei also entered into a Stock Exchange Agreement (the 鈥淢affei Stock Exchange Agreement鈥�) pursuant to which, among other things: (i)听on June听3, 2021, Mr.听Maffei transferred to听jvid视频听an aggregate of 5,378,308 shares of QRTEA, and in exchange听jvid视频听issued to Mr.听Maffei an equivalent number of shares of QRTEB; (ii)听jvid视频听agreed that on the terms and subject to the conditions of the Maffei Stock Exchange Agreement, Mr.听Maffei, at his option (during the six-month period following the vesting of the performance-based restricted stock unit award granted to Mr.听Maffei on March听10, 2021), may transfer to听the Company听the number of shares of QRTEA actually received by Mr.听Maffei upon vesting of such performance-based restricted stock unit award in exchange for an equivalent number of newly-issued shares of QRTEB (the 鈥淪ubsequent Exchange鈥�); (iii)听Mr.听Maffei agreed that until December听31, 2024 (the 鈥淐ap Period鈥�), which is also the end of the current term of his employment as set forth in the Employment Agreement, he will not, and will not authorize or permit any of his affiliates that he controls (鈥淐ontrolled Affiliates鈥�) to, acquire or agree to acquire (or announce publicly an intent to acquire) by purchase or otherwise, beneficial ownership of voting securities of听the Company听(or direct or indirect rights or options to acquire any such voting securities) if, after giving effect to any such acquisition of securities, the aggregate voting power of听the Company鈥檚 voting securities beneficially owned by Mr.听Maffei and his Controlled Affiliates would exceed 20.0% of the voting power of all of the outstanding voting securities (assuming, for purposes of this calculation that all voting securities beneficially owned by Mr.听Maffei which are not outstanding are included in the calculation) (the 鈥淐ap鈥�); and (iv)听the foregoing transactions by which Mr.听Maffei and certain of his related persons became an 鈥渋nterested stockholder鈥� were approved for purposes of Section听203 of the General Corporation Law of the State of Delaware. The Cap is subject to certain terms and exceptions, as described in the Maffei Stock Exchange Agreement. 听In addition, Mr.听Maffei and his Controlled Affiliates may not transfer voting securities of jvid视频 to any other Controlled Affiliate of Mr.听Maffei unless such transferee has agreed to be bound by the terms of the Maffei Stock Exchange Agreement.

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CEO Employment Agreement

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On July听12, 2021, the compensation committee of the board of directors of jvid视频 approved the Company鈥檚 entry into an employment agreement with听David Rawlinson II, effective July听12, 2021. Effective August听1, 2021, Mr.听Rawlinson began to serve as President and Chief Executive Officer-Elect of jvid视频, with Mike听George continuing as Chief Executive Officer, and effective October听1, Mr.听Rawlinson began to serve as President and Chief Executive Officer of jvid视频, with Mr.听George assuming the role of Senior Advisor. Mr. Rawlinson concurrently assumed the same positions with QVC. Mr.听George will resign from the board of directors effective January听1, 2022, at which time Mr.听Rawlinson is expected to join the Board. 听With respect to his roles at jvid视频 and QVC, Mr.听George stepped down as President effective August听1, 2021 and as Chief Executive Officer effective October听1, 2021.