Common use of SARs Clause in Contracts

SARs. As of the Effective Time, and as determined by the LMC Board pursuant to its authority granted under the applicable stock incentive plan of LMC, the following shall occur: (i) each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested (an “Outstanding LMC Capital SAR”), will be converted, automatically, into a Splitco SAR related to the same number and series of shares of Splitco Capital Stock (a “Splitco Capital SAR”) as the number and series of shares of Liberty Capital Stock subject to such Outstanding LMC Capital SAR immediately prior to the Effective Time; and (ii) each outstanding LMC SAR related to Liberty Starz Stock, whether vested or unvested (an “Outstanding LMC Starz SAR”), will be converted, automatically, into a Splitco SAR related to the same number and series of shares of Splitco Starz Stock (a “Splitco Starz SAR”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. In addition, the per share base price of each Splitco Capital SAR will be equal to the per share base price of the corresponding Outstanding LMC Capital SAR, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, that the base price and the number of shares to which such Splitco SARs relate shall in any event be determined in a manner consistent with the requirements of Section 409A of the Code. All other terms of the Splitco Capital SARs and Splitco Starz SARs (including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding LMC Capital SAR and Outstanding LMC Starz SAR, respectively, except that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC, a Qualifying Subsidiary or their respective Subsidiaries; provided, that the terms and conditions of exercise of the Splitco SARs shall in any event be determined in a manner consistent with Section 409A of the Code.

SARs. As of the Effective TimeRedemption Date, and as determined by the LMC Board pursuant each outstanding stock appreciation right related to its authority granted under the applicable Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be split, automatically, into two stock incentive plan of LMC, the following shall occurappreciation right awards: (i) each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested a stock appreciation right award (an “Outstanding LMC Capital "LEI SAR”), will be converted, automatically, into a Splitco SAR ") related to the same number and series of whole shares of Splitco Capital LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR as provided for in Section 2.4(b) of the Merger Agreement), with any fraction of a “Splitco Capital share rounded down to the nearest whole number; and (ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR”") as related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Capital Entertainment Stock subject to such Outstanding LMC Capital Liberty Entertainment SAR immediately prior to the Effective Time; and (ii) Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each outstanding LMC Liberty Entertainment SAR related to Liberty Starz Stock, whether vested or unvested (an “Outstanding LMC Starz SAR”), will be converted, automatically, into a Splitco allocated between the LEI SAR related to and the same number and series of shares of Splitco Starz Stock (a “Splitco Starz SAR”) as Adjusted Liberty Entertainment SAR with the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. In addition, the per share base price of each Splitco Capital SAR will be equal to calculated in accordance with the per share base price formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent of the corresponding Outstanding LMC Capital SAR, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, formula set forth on Schedule 3.3 that the base price and the number of shares SARs of Liberty Entertainment Stock and LEI Stock subject to which such Splitco SARs relate shall in any event be determined in a manner consistent with the requirements of Section 409A 424 of the CodeCode to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordingly. All other terms of the Splitco Capital a holder's LEI SARs and Splitco Starz related Adjusted Liberty Entertainment SARs (including including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding LMC Capital SAR and Outstanding LMC Starz outstanding Liberty Entertainment SAR, respectively, except (A) as described above and (B) that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMCLMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Qualifying Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or their respective Subsidiaries; provided, that more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms and conditions of exercise of the Splitco SARs shall in any event be determined in a manner consistent with Section 409A of the Codesuch award).

SARs. As of the Effective Time, and as determined by the LMC Board pursuant to its authority granted under the applicable stock incentive plan of LMC, the following shall occur: (i) each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested (an “"Outstanding LMC Capital SAR”"), will be converted, automatically, into a Splitco SAR related to the same number and series of shares of Splitco Capital Stock (a “"Splitco Capital SAR”") as the number and series of shares of Liberty Capital Stock subject to such Outstanding LMC Capital SAR immediately prior to the Effective Time; and (ii) each outstanding LMC SAR related to Liberty Starz Stock, whether vested or unvested (an “"Outstanding LMC Starz SAR”"), will be converted, automatically, into a Splitco SAR related to the same number and series of shares of Splitco Starz Stock (a “"Splitco Starz SAR”") as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. In addition, the per share base price of each Splitco Capital SAR will be equal to the per share base price of the corresponding Outstanding LMC Capital SAR, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, that the base price and the number of shares to which such Splitco SARs relate shall in any event be determined in a manner consistent with the requirements of Section 409A of the Code. All other terms of the Splitco Capital SARs and Splitco Starz SARs (including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding LMC Capital SAR and Outstanding LMC Starz SAR, respectively, except that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC, a Qualifying Subsidiary or their respective Subsidiaries and/or Splitco or its Subsidiaries; provided, that the terms and conditions of exercise of the Splitco SARs shall in any event be determined in a manner consistent with Section 409A of the Code.

SARs. As of the Effective TimeRedemption Date, and as determined by the LMC Board pursuant each outstanding stock appreciation right related to its authority granted under the applicable Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be split, automatically, into two stock incentive plan of LMC, the following shall occurappreciation right awards: (i) each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested a stock appreciation right award (an “Outstanding LMC Capital "LEI SAR”), will be converted, automatically, into a Splitco SAR ") related to the same number and series of whole shares of Splitco Capital LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number; and (a “Splitco Capital ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR”") as related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Capital Entertainment Stock subject to such Outstanding LMC Capital Liberty Entertainment SAR immediately prior to the Effective Time; and (ii) Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each outstanding LMC Liberty Entertainment SAR related to Liberty Starz Stock, whether vested or unvested (an “Outstanding LMC Starz SAR”), held will be convertedallocated between the LEI SAR and the Adjusted Liberty Entertainment SAR, automaticallyin each case, into with any fraction of a Splitco SAR related to cent in the same number and series of shares of Splitco Starz Stock (a “Splitco Starz SAR”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. In addition, the per share resulting base price of each Splitco Capital SAR will be equal to the per share base price of the corresponding Outstanding LMC Capital SARrounded up, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, that the base price and the number of shares to which such Splitco SARs relate shall in any event be determined in a manner consistent accordance with the requirements of Section 409A of the Codeformula set forth on Schedule 3.3. All other terms of the Splitco Capital a holder's LEI SARs and Splitco Starz related Adjusted Liberty Entertainment SARs (including including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding LMC Capital SAR and Outstanding LMC Starz outstanding Liberty Entertainment SAR, respectively, except (A) as described above and (B) that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMCLMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Qualifying Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or their respective Subsidiaries; provided, that more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms and conditions of exercise of the Splitco SARs shall in any event be determined in a manner consistent with Section 409A of the Codesuch award).