EXHIBIT 10.24
DEFERRED COMPENSATION AGREEMENT
THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") is made as of October
15, 2004, by and between LIBERTY MEDIA CORPORATION, a Delaware corporation ("the
Company"), and Xxxxxx X. Xxxxxxx (the "Executive").
RECITALS
The Executive is an employee of the Company. The Incentive Plan Committee
of the Board (the "Committee") has determined that it would be in the interest
of the Company and its stockholders to award to the Executive the benefits
provided herein to provide the Executive with additional remuneration for
services rendered, to encourage the Executive to remain in the employ of the
Company or its Affiliates and to increase the Executive's personal interest in
the continued success and progress of the Company and its Affiliates.
AGREEMENT
In consideration of the mutual promises and covenants contained in this
Agreement, and intending to be legally bound, the Company and the Executive
agree as follows:
1. DEFINITIONS. In addition to the terms defined above, the following
terms, when used in this Agreement, have the following meanings:
"Affiliate" means, with respect to any Person, any Person that directly or
indirectly Controls, is Controlled by, or is under common Control with such
Person, and "Control" means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
"Agreement" has the meaning specified in the preamble to this Agreement.
"Board" means the board of directors of the Company.
"Business Day" means any day other than Saturday, Sunday or a day on which
banking institutions in Denver, Colorado, are required or authorized to be
closed.
"Account" means the account established and maintained by the Company for
the Executive pursuant to Section 2 of this Agreement.
"Committee" has the meaning specified in the recitals to this Agreement.
"Company" has the meaning specified in the preamble to this Agreement.
"Deferred Amount" means U.S. $1,000,000.
"Determination Date" means the last day of the calendar year in which the
Termination Date occurs.
"Executive" has the meaning specified in the preamble to this Agreement.
"Investment Return" means, as to the daily balance in the Account, 8% per
annum, compounded quarterly as of the end of each calendar quarter.
"Person" means a human being or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.
"Termination Date" means the date on which the Executive ceases to be a
"covered employee" of the Company or any Affiliate of the Company within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.
2. ACCOUNT. The Company will establish and maintain, in the name of the
Executive, an account (the "Account") to which the Company will credit (i) the
Deferred Amount as of July 1, 2004, and (ii) the Investment Return for each
calendar quarter beginning on or after July 1, 2004 and ending on or before the
Determination Date. Within 30 days after the end of each calendar year during
the term of this Agreement, the Company will provide to the Executive a
statement setting forth the all credits to the Account during such calendar year
and the balance in the Account as of the end of such calendar year.
3. PAYMENT FOLLOWING TERMINATION. Within 30 days following the
Determination Date, the Company will deliver to the Executive cash equal to the
balance in the Account as of the Determination Date, less the amount of all
federal, state and other governmental withholding tax requirements imposed upon
the Company.
4. BENEFITS PAYABLE FROM GENERAL ASSETS. Amounts payable hereunder will be
paid exclusively from the general assets of the Company, and the Executive will
not have any claim, right, security interest, or other interest in any fund,
trust, account, insurance contract, or asset of the Company from which payments
may be made. The Company's liability for the payment of benefits hereunder will
be evidenced only by this Agreement.
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5. NO TRUST. Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement will create or be construed to
create a trust of any kind, or a fiduciary relationship between Executive and
the Company; provided, however, if the Company establishes a separate trust to
accumulate funds to discharge its obligations hereunder, Executive will have no
rights, title or interest in any such trust. However, payments from any such
trust will be deemed to be payments by the Company under this Agreement.
6. ALIENATION. No right or benefit under this Agreement will be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
the same will be void. No right or benefit hereunder or under this Agreement
will in any manner be liable for or subject to the debts, contracts,
liabilities, or torts of the Person entitled to such benefit.
7. ADMINISTRATION; CLAIMS PROCEDURE. The administration, construction and
interpretation of this Agreement will be vested in the Committee. The Executive
or his legal representative will submit any claim under this Agreement in
writing to the Committee.
8. NOTICE. Any notice or other communication with respect to this Agreement
will be in writing and will be addressed as follows:
If to the Company:
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: 720-875-5382
If to the Executive:
Xxxxxx X. Xxxxxxx
xxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxx
Any notice or other communication will be deemed to have been given (a) on the
date of receipt if personally delivered, (b) the date of receipt, if sent by
registered or certified U.S. mail, postage prepaid, or five days after being
sent by U.S. mail, postage prepaid, (c) one Business Day after receipt, if sent
by confirmed facsimile or telecopier transmission or (d) one Business Day after
having been sent by a nationally recognized courier service. In computing time
periods, the day of the notice will be included.
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9. AMENDMENT. This Agreement may be amended from time to time only by a
written instrument signed by the Company and the Executive.
10. EXECUTIVE'S EMPLOYMENT. Nothing contained in this Agreement, and no
action of the Company, the Committee or the Board with respect hereto, will
confer or be construed to confer on the Executive any right to continue in the
employ of the Company or any of its Affiliates or interfere in any way with the
right of the Company or any employing Affiliate to terminate the Executive's
employment at any time, with or without cause, subject to the provisions of any
employment agreement between the Executive and the Company or any employing
Affiliate.
11. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of Colorado. Each party hereby
irrevocably submits to the general jurisdiction of the state and federal courts
located in the State of Colorado in any action to interpret or enforce this
Agreement, and irrevocably waives any objection to jurisdiction such party may
have based on inconvenience of the forum.
12. CONSTRUCTION. References in this Agreement to "this Agreement" and the
words "herein," "hereof," "hereunder" and similar terms include all Exhibits
appended hereto. The word "include" and all variations thereof are used in an
illustrative sense and not in a limiting sense. The headings of the sections of
this Agreement have been included for convenience of reference only, are not to
be considered a part hereof and will in no way modify or restrict any of the
terms or provisions hereof.
13. PENDING LEGISLATION. As of the date of this Agreement, Congress has
approved the American Jobs Creation Act of 2004 (the "Xxxx"). If the Xxxx is
enacted into law, certain provisions of the Xxxx will impose new requirements
with respect to the deferral of income recognition under nonqualified deferred
compensation plans. The Company and the Executive believe and intend that the
provisions of current law, rather than the provisions of the Xxxx, will govern
the arrangement under this Agreement. However, if the Xxxx is enacted into law
and the parties determine in good faith that the provisions of the Xxxx are
applicable to this Agreement, the Company and the Executive will cooperate in
amending this Agreement in the manner and to the extent necessary to cause it to
comply with the provisions of the Xxxx while preserving, to the maximum extent
possible, the economic arrangement set forth in this Agreement.
14. DUPLICATE ORIGINALS. The Company and the Executive may sign any number
of copies of this Agreement. Each signed copy will be an original, but all of
them together represent the same agreement.
15. ENTIRE AGREEMENT. This Agreement is in satisfaction of and in lieu of
all prior discussions and agreements, oral or written, between the Company and
the Executive regarding the subject matter hereof. The Executive and the Company
hereby declare and represent that no promise or agreement not herein expressed
has been made and that this Agreement contains the entire agreement between the
parties hereto with respect to the deferred compensation
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arrangement described herein and replaces and makes null and void any prior
agreements between the Executive and the Company regarding such deferred
compensation arrangement. This Agreement will be binding upon, and inure to the
benefit of, the parties and their respective heirs, successors and assigns.
16. SEVERABILITY. Whenever possible each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement will be prohibited or invalid under such
law, such provision will be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision of this
Agreement.
17. EXECUTIVE'S ACCEPTANCE. The Executive will signify acceptance of the
terms and conditions of this Agreement by signing in the space provided at the
end hereof and returning a signed copy to the Company.
LIBERTY MEDIA CORPORATION
By:
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Xxxxxxx X. Xxxxxx
Senior Vice President
ACCEPTED:
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Xxxxxx X. Xxxxxxx
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