Term Options, are more than the closing price of QRTEA and QRTEB shares on December 31, 2021, the only value included in the table is the value of the 2019 Maffei Term Options. As described above in “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive Compensation—Maffei Equity Awards—Maffei Annual Equity Awards,” our compensation committee vested all of the 2021 Maffei RSUs, which is reflected in the table above.
(4)
Based on the number of unvested RSUs held by Mr. Maffei at December 31, 2021 that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated for cause, he would have forfeited his 2019 Maffei Term Options, his 2020 Maffei Term Options, his 2021 Maffei Restricted Share Award and, assuming such termination occurred after the close of business on December 31, 2021, his 2021 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. Because the exercise prices of all vested options held by Mr. Maffei are more than the closing price of QTREA and QRTEB shares on December 31, 2021, no value has been included for Mr. Maffei’s vested options in the table. As described above, in “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive Compensation—Maffei Equity Awards—Maffei Annual Equity Awards,” our compensation committee vested all of the 2021 Maffei RSUs, which is reflected in the table above.
(5)
Based on the number of unvested options, RSUs and restricted shares held by Mr. Maffei at December 31, 2021 that would vest pursuant to the following: If Mr. Maffei’s employment had been terminated without cause (as defined in the 2019 Maffei Employment Agreement), for good reason (as defined in the 2019 Maffei Employment Agreement) (whether before or within a specific period following a change in control) or due to Mr. Maffei’s death or disability, his 2019 Maffei Term Options, his 2020 Maffei Term Options, and his 2021 Maffei Restricted Share Award would have vested in full and, assuming such terminations occurred after the close of business on December 31, 2021, his 2021 Maffei RSUs would have remained outstanding until any performance criteria had been determined to have been met or not and would have vested to the extent determined by the compensation committee. Because the exercise prices of all options held by Mr. Maffei, whether vested or unvested, other than the 2019 Maffei Term Options, are more than the closing price of QRTEA and QRTEB shares on December 31, 2021, the only value included in the table is the value of the 2019 Maffei Term Options. As described above, in “—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive Compensation—Maffei Equity Awards—Maffei Annual Equity Awards,” our compensation committee vested all of the 2021 Maffei RSUs, which is reflected in the table above.
(6)
Based on the number of 2021 Maffei RSUs. As described above, our compensation committee vested Mr. Maffei at 100% of his 2021 Maffei RSUs, which is reflected in the table above. A change in control (as defined in the 2019 Maffei Employment Agreement) of our company would provide Mr. Maffei with a short time period during which to exercise his rights to terminate his employment for good reason, which would result in vesting of his 2019 Maffei Term Options, his 2020 Maffei Term Options and his 2021 Maffei Restricted Share Award, but for purposes of the tabular presentation above, we have assumed that Mr. Maffei does not exercise his right to terminate his employment for good reason in connection with a change in control of our company. Because the exercise prices of all vested options held by Mr. Maffei at December 31, 2021 are more than the closing price of QRTEA and QRTEB shares on December 31, 2021, no value has been included for Mr. Maffei’s vested options in the table.
(7)
If Mr. Maffei’s employment had been terminated at our company’s election for any reason (other than cause) or by Mr. Maffei for good reason (as defined in his employment agreement) or by reason of disability, as of December 31, 2021, he would have been entitled to receive personal use of the corporate aircraft for 120 hours per year over a 12-month period. Perquisite amount of $710,874 represents the maximum potential cost of using the corporate aircraft for 120 hours based on an hourly average of the incremental cost of use of the corporate aircraft. The amount in the table includes our allocable portion of this payment (17%) for which we would reimburse Liberty Media.
(8)
If Mr. Rawlinson’s employment had been terminated by reason of his death or disability as of December 31, 2021, subject to the execution of a release by him or in the event of his death, his estate, he or his estate would have been entitled to receive continued payment of his 2021 base salary for a period of one year following his termination.
(9)
If Mr. Rawlinson’s employment had been terminated by our company without cause (as defined in the Rawlinson Employment Agreement) or by him for good reason (as defined in the Rawlinson Employment Agreement), subject to execution of a release, he would have been entitled to receive a payment equal to 1.5 times the sum of (a) his 2021 base salary and (b) his 2021 target bonus, payable in 18 equal monthly installments.
(10)
Mr. Rawlinson would have forfeited all rights to his unvested 2021 Rawlinson Term RSUs, 2021 Rawlinson RSUs and 2021 Rawlinson Term Options upon a voluntary termination without good reason as of December 31, 2021. If Messrs. Wendling’s or Rosenthaler’s or Ms. Wilm’s employment had been terminated by him or her as of December 31, 2021, all of the 2021 Chief RSUs, the 2020 NEO Multiyear Options and Ms. Wilm’s stock options granted in 2019 would have been forfeited. Mr. Rawlinson and Ms. Wilm did not have any vested options as of December 31, 2021, but Messrs. Wendling’s and Rosenthaler’s vested options would have remained outstanding and exercisable in accordance with their terms in the event each of Messrs. Wendling and Rosenthaler terminated his employment as of December 31, 2021. However, because the exercise prices of all vested options held by Messrs. Wendling and Rosenthaler are more than the closing price of QRTEA shares on December 31, 2021, no value has been included for their vested options in the table.
(11)
If each of Messrs. Rawlinson, Wendling and Rosenthaler and Ms. Wilm was terminated by Qurate Retail for “cause” as of December 31, 2021, all of his her outstanding option and RSU grants would have been forfeited.