EXHIBIT 10.2
[DESIGNATED PERSONS]
LIBERTY MEDIA CORPORATION
2000 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of
__________, 20___ (the "Effective Date"), by and between LIBERTY MEDIA
CORPORATION, a Delaware corporation (the "Company"), and the individual whose
name, address and social security number appear on the signature page hereto
(the "Grantee").
The Company has adopted the Liberty Media Corporation 2000 Incentive Plan
(As Amended and Restated April 19, 2004) (the "Plan"), a copy of which is
attached to this Agreement as Exhibit A and by this reference made a part
hereof, for the benefit of eligible employees of the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined herein will have
the meaning given thereto in the Plan.
Pursuant to the Plan, the Incentive Plan Committee (the "Committee")
appointed by the Board pursuant to Section 3.1 of the Plan to administer the
Plan has determined that it would be in the interest of the Company and its
stockholders to award Options to Grantee, subject to the conditions and
restrictions set forth herein and in the Plan, in order to provide the Grantee
additional remuneration for services rendered, to encourage the Grantee to
remain in the employ of the Company or its Subsidiaries and to increase the
Grantee's personal interest in the continued success and progress of the
Company.
The Company and the Grantee therefore agree as follows:
1. DEFINITIONS. The following terms, when used in this Agreement, have the
following meanings:
"Base Price" means $_______, the Fair Market Value of a share of L Stock on
the Effective Date.
"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.
"Cause" has the meaning specified for "cause" in Section 11.2(b) of the
Plan.
"Close of Business" means, on any day, 5:00 p.m., Denver, Colorado time.
"Committee" has the meaning specified in the recitals to this Agreement.
"Company" has the meaning specified in the preamble to this Agreement.
"Effective Date" has the meaning specified in the preamble to this
Agreement.
"Forfeitable Benefits" has the meaning specified in Section 8 of this
Agreement.
"Grantee" has the meaning specified in the preamble to this Agreement.
"L Options" has the meaning specified in Section 2 of this Agreement.
"L Stock" has the meaning specified in Section 2 of this Agreement.
"Misstatement Period" has the meaning specified in Section 8 of this
Agreement.
"Option Shares" has the meaning specified in Section 4(a) of this
Agreement.
"Plan" has the meaning specified in the recitals of this Agreement.
"Required Withholding Amount" has the meaning specified in Section 5 of
this Agreement.
"Special Termination Period" has the meaning specified in Section 7(d) of
this Agreement.
"Term" has the meaning specified in Section 2 of this Agreement.
"Vesting Anniversary Date" means __________, 20___.
"Year of Continuous Service" has the meaning specified in Section 7(d) of
this Agreement.
2. GRANT OF OPTIONS. Subject to the terms and conditions herein, pursuant
to the Plan, the Company grants to the Grantee options to purchase from the
Company, exercisable during the period commencing on the Effective Date and
expiring at Close of Business on __________, 20___ (the "Term"), subject to
earlier termination as provided in Section 7 below, at the Base Price, the
number of shares of Liberty Media Corporation Series A Common Stock ("L Stock")
set forth on the signature page hereto. The Options granted hereunder are
"Nonqualified Stock Options" and are hereinafter referred to as the "L Options."
The Base Price and L Options are subject to adjustment pursuant to Section 11
below. No fractional shares of L Stock will be issuable upon exercise of an L
Option, and the Grantee will receive, in lieu of any fractional share of L Stock
that the Grantee otherwise would receive upon such exercise, cash equal to the
fraction representing such fractional share multiplied by the Fair Market Value
of one share of L Stock as of the date on which such exercise is considered to
occur pursuant to Section 4 below.
3. CONDITIONS OF EXERCISE. Unless otherwise determined by the Committee in
its sole discretion, the L Options will be exercisable only in accordance with
the conditions stated in this Section 3.
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(a) Except as otherwise provided in Section 11.1(b) of the Plan or in the
last sentence of this Section 3(a), the L Options may be exercised only to
the extent they have become exercisable in accordance with the provisions
of this Section 3(a). That number of L Options that is equal to ____% of
the total number of L Options awarded under this Agreement (rounded down to
the nearest whole number of L Options) shall become exercisable on each
__________, __________, __________, and __________ beginning on __________,
20___ and ending on __________, 20___, and any L Options awarded under this
Agreement that do not otherwise become exercisable as a result of rounding
shall become exercisable on __________, 20___. Notwithstanding the
foregoing, (i) in the event that any date on which L Options would
otherwise become exercisable is not a Business Day, such L Options will
become exercisable on the Business Day next following such date, (ii) all L
Options will become exercisable on the date of the Grantee's termination of
employment if (A) the Grantee's employment with the Company and its
Subsidiaries terminates by reason of Disability or (B) the Grantee dies
while employed by the Company or a Subsidiary, and (iii) if the Grantee's
employment with the Company and its Subsidiaries is terminated by the
Company or a Subsidiary without Cause, any L Options that otherwise would
become exercisable during the remainder of the calendar year in which the
Grantee's employment with the Company and its Subsidiaries is terminated
will become exercisable on the date of the Grantee's termination of
employment.
(b) To the extent the L Options become exercisable, such L Options may be
exercised in whole or in part (at any time or from time to time, except as
otherwise provided herein) until expiration of the Term or earlier
termination thereof.
(c) The Grantee acknowledges and agrees that the Committee, in its
discretion and as contemplated by Section 3.3 of the Plan, may adopt rules
and regulations from time to time after the date hereof with respect to the
exercise of the L Options and that the exercise by the Grantee of L Options
will be subject to the further condition that such exercise is made in
accordance with all such rules and regulations as the Committee may
determine are applicable thereto.
4. MANNER OF EXERCISE. L Options will be considered exercised (as to the
number of L Options specified in the notice referred to in Section 4(a) below)
on the latest of (i) the date of exercise designated in the written notice
referred to in Section 4(a) below, (ii) if the date so designated is not a
Business Day, the first Business Day following such date or (iii) the earliest
Business Day by which the Company has received all of the following:
(a) Written notice, in such form as the Committee may require, containing
such representations and warranties as the Committee may require and
designating, among other things, the date of exercise and the number of
shares of L Stock ("Option Shares") to be purchased;
(b) Payment of the Base Price for each Option Share to be purchased in any
(or a combination) of the following forms: (A) cash, (B) check or (C) the
delivery, together with a properly executed exercise notice, of irrevocable
instructions to a broker to deliver promptly to the Company the amount of
sale or loan proceeds required to pay the
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purchase price (and, if applicable the Required Withholding Amount, as
described in Section 5 below); and
(c) Any other documentation that the Committee may reasonably require.
5. MANDATORY WITHHOLDING FOR TAXES. The Grantee acknowledges and agrees
that the Company will deduct from the shares of L Stock otherwise payable or
deliverable upon exercise of any L Options that number of shares of L Stock
(valued at their Fair Market Value on the date of exercise) that is equal to the
amount of all federal, state and local taxes required to be withheld by the
Company upon such exercise, as determined by the Committee (the "Required
Withholding Amount"). If the Grantee elects to make payment of the Base Price by
delivery of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds required to pay the purchase price,
such instructions may also include instructions to deliver the Required
Withholding Amount to the Company. In such case, the Company will notify the
broker promptly of the Committee's determination of the Required Withholding
Amount.
6. PAYMENT OR DELIVERY BY THE COMPANY. As soon as practicable after receipt
of all items referred to in Section 4, and subject to the withholding referred
to in Section 5, the Company will deliver or cause to be delivered to the
Grantee certificates issued in the Grantee's name for the number of shares of L
Stock purchased by exercise of L Options, and (ii) any cash payment to which the
Grantee is entitled in lieu of a fractional share of L Stock, as provided in
Section 2 above. Any delivery of shares of L Stock will be deemed effected for
all purposes when certificates representing such shares have been delivered
personally to the Grantee or, if delivery is by mail, when the stock transfer
agent of the Company has deposited the certificates in the United States mail,
addressed to the Grantee, and any cash payment will be deemed effected when a
check from the Company, payable to the Grantee and in the amount equal to the
amount of the cash payment, has been delivered personally to the Grantee or
deposited in the United States mail, addressed to the Grantee.
7. EARLY TERMINATION OF L OPTIONS. The L Options will terminate, prior to
the expiration of the Term, at the time specified below:
(a) Subject to Section 7(b), if the Grantee's employment with the Company
and its Subsidiaries is terminated other than (i) by the Company or a
Subsidiary (whether for Cause or without Cause) or (ii) by reason of death
or Disability, then the L Options will terminate at the Close of Business
on the first Business Day following the expiration of the 90-day period
which began on the date of termination of the Grantee's employment.
(b) If the Grantee dies (i) while employed by the Company or a Subsidiary,
or prior to the expiration of a period of time following termination of the
Grantee's employment during which the L Options remain exercisable as
provided in Section 7(a) or Section 7(c), as applicable, the L Options will
terminate at the Close of Business on the first Business Day following the
expiration of the one-year period which began on the date of the Grantee's
death, or (ii) prior to the expiration of a period of time following
termination of the Grantee's employment during which the L Options remain
exercisable as provided in Section 7(d), the L Options will terminate at
the Close of Business on the
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first Business Day following the expiration of (A) the one-year period
which began on the date of the Grantee's death or (B) the Special
Termination Period, whichever period is longer.
(c) Subject to Section 7(b), if the Grantee's employment with the Company
and its Subsidiaries terminates by reason of Disability, then the L Options
will terminate at the Close of Business on the first Business Day following
the expiration of the one-year period which began on the date of
termination of the Grantee's employment.
(d) If the Grantee's employment with the Company and its Subsidiaries is
terminated by the Company or a Subsidiary without Cause, the L Options will
terminate at the Close of Business on the first Business Day following the
expiration of the Special Termination Period. The Special Termination
Period is the period of time beginning on the date of the Grantee's
termination of employment and continuing for the number of days that is
equal to the sum of (a) 90, plus (b) 180 multiplied by the Grantee's total
Years of Continuous Service. A Year of Continuous Service means a
consecutive 12-month period, measured by the Grantee's hire date (as
reflected in the payroll records of the Company or a Subsidiary) and the
anniversaries of that date, during which the Grantee is employed by the
Company or a Subsidiary without interruption. For purposes of determining
the Grantee's Years of Continuous Service, Grantee's employment with the
Company's former parent, AT&T Broadband LLC, formerly known as
Tele-Communications, Inc. ("TCI"), and any predecessor of the Company or
TCI will be included, provided that the Grantee's hire date with the
Company or a Subsidiary occurred within 30 days following the Grantee's
termination of employment with TCI or such predecessor. If the Grantee was
employed by a Subsidiary at the time of such Subsidiary's acquisition by
the Company, the Grantee's employment with the Subsidiary prior to the
acquisition date will be included in determining the Grantee's Years of
Continuous Service unless the Committee, in its sole discretion, determines
that such prior employment will be excluded.
(e) If the Grantee's employment with the Company and its Subsidiaries is
terminated by the Company for Cause, then the L Options will terminate
immediately upon such termination of the Grantee's employment.
In any event in which L Options remain exercisable for a period of time
following the date of termination of the Grantee's employment as provided above,
the L Options may be exercised during such period of time only to the extent the
same were exercisable as provided in Section 3 above on such date of termination
of the Grantee's employment. Notwithstanding any period of time referenced in
this Section 7 or any other provision of this Section 7 that may be construed to
the contrary, the L Options will in any event terminate upon the expiration of
the Term.
8. FORFEITURE FOR MISCONDUCT AND REPAYMENT OF CERTAIN AMOUNTS. If (i) a
material restatement of any financial statement of the Company (including any
consolidated financial statement of the Company and its consolidated
subsidiaries) is required and (ii) in the reasonable judgment of the Committee,
(A) such restatement is due to material noncompliance with any financial
reporting requirement under applicable securities laws and (B) such
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noncompliance is a result of misconduct on the part of the Grantee, the Grantee
will repay to the Company any and all Forfeitable Benefits received by the
Grantee during the Misstatement Period. "Forfeitable Benefits" means (i) any and
all cash and/or shares of L Stock received by the Grantee (A) upon the exercise
during the Misstatement Period of any SARs held by the Grantee or (B) upon the
payment during the Misstatement Period of any Cash Award or Performance Award
held by the Grantee, the value of which is determined in whole or in part with
reference to the value of L Stock, and (ii) any proceeds received by the Grantee
from the sale, exchange, transfer or other disposition during the Misstatement
Period of any shares of L Stock received by the Grantee upon the exercise,
vesting or payment during the Misstatement Period of any Award held by the
Grantee. By way of clarification, "Forfeitable Benefits" will not include any
shares of L stock received upon exercise of any L Options during the
Misstatement Period that are not sold, exchanged, transferred or otherwise
disposed of during the Misstatement Period. "Misstatement Period" means the
12-month period beginning on the date of the first public issuance or the filing
with the Securities and Exchange Commission, whichever occurs earlier, of the
financial statement requiring restatement.
9. NONTRANSFERABILITY. During the Grantee's lifetime, the L Options are not
transferable (voluntarily or involuntarily) other than pursuant to a Domestic
Relations Order and, except as otherwise required pursuant to a Domestic
Relations Order, are exercisable only by the Grantee or the Grantee's court
appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the L Options will pass upon the Grantee's death and may
change such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Committee on the form annexed hereto as
Exhibit B or such other form as may be prescribed by the Committee, provided
that no such designation will be effective unless so filed prior to the death of
the Grantee. If no such designation is made or if the designated beneficiary
does not survive the Grantee's death, the L Options will pass by will or the
laws of descent and distribution. Following the Grantee's death, the L Options,
if otherwise exercisable, may be exercised by the person to whom such option or
right passes according to the foregoing and such person will be deemed the
Grantee for purposes of any applicable provisions of this Agreement.
10. NO STOCKHOLDER RIGHTS. Prior to the exercise of L Options in accordance
with the terms and conditions set forth in this Agreement, the Grantee will not
be deemed for any purpose to be, or to have any of the rights of, a stockholder
of the Company with respect to any shares of L Stock, nor will the existence of
this Agreement affect in any way the right or power of the Company or any
stockholder of the Company to accomplish any corporate act, including, without
limitation, the acts referred to in Section 11.16 of the Plan.
11. ADJUSTMENTS. If the outstanding shares of L Stock are subdivided into a
greater number of shares (by stock dividend, stock split, reclassification or
otherwise) or are combined into a smaller number of shares (by reverse stock
split, reclassification or otherwise), or if the Committee determines that any
stock dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up-spin-off, combination, exchange of shares, warrants or
rights offering to purchase any shares of L Stock, or other similar corporate
event (including mergers or consolidations other than those which constitute
Approved Transactions, which shall be governed by Section 11.1(b) of the Plan)
affects shares of L Stock such that an adjustment is required to preserve the
benefits or potential benefits intended to be
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made available under this Agreement, then the L Options will be subject to
adjustment (including, without limitation, as to the number of L Options and the
Base Price per share of such L Options) in the sole discretion of the Committee
and in such manner as the Committee may deem equitable and appropriate in
connection with the occurrence of any of the events described in this Section 11
following the Vesting Anniversary Date.
12. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section
11.8 of the Plan, the Grantee will not exercise the L Options, and the Company
will not be obligated to make any cash payment or issue or cause to be issued
any shares of L Stock, if counsel to the Company determines that such exercise,
payment or issuance would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which shares of L
Stock are listed or quoted. The Company will in no event be obligated to take
any affirmative action in order to cause the exercise of the L Options or the
resulting payment of cash or issuance of shares of L Stock to comply with any
such law, rule, regulation or agreement.
13. NOTICE. Unless the Company notifies the Grantee in writing of a
different procedure, any notice or other communication to the Company with
respect to this Agreement will be in writing and will be delivered personally or
sent by United States first class mail, postage prepaid and addressed as
follows:
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Any notice or other communication to the Grantee with respect to this Agreement
will be in writing and will be delivered personally, or will be sent by United
States first class mail, postage prepaid, to the Grantee's address as listed in
the records of the Company on the Effective Date, unless the Company has
received written notification from the Grantee of a change of address.
14. AMENDMENT. Notwithstanding any other provision hereof, this Agreement
may be supplemented or amended from time to time as approved by the Committee as
contemplated in Section 11.7(b) of the Plan. Without limiting the generality of
the foregoing, without the consent of the Grantee,
(a) this Agreement may be amended or supplemented from time to time as
approved by the Committee (i) to cure any ambiguity or to correct or
supplement any provision herein which may be defective or inconsistent with
any other provision herein, or (ii) to add to the covenants and agreements
of the Company for the benefit of the Grantee or surrender any right or
power reserved to or conferred upon the Company in this Agreement, subject
to any required approval of the Company's stockholders and, provided, in
each case, that such changes or corrections will not adversely affect the
rights of the Grantee with respect to the Award evidenced hereby, or (iii)
to make such other changes as the Company, upon advice of counsel,
determines are necessary or advisable because of the adoption or
promulgation of, or change in or of the
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interpretation of, any law or governmental rule or regulation, including
any applicable federal or state securities laws; and
(b) subject to any required action by the Board or the stockholders of the
Company, the L Options granted under this Agreement may be canceled by the
Company and a new Award made in substitution therefor, provided that the
Award so substituted will satisfy all of the requirements of the Plan as of
the date such new Award is made and no such action will adversely affect
any L Options to the extent then exercisable.
15. GRANTEE EMPLOYMENT. Nothing contained in this Agreement, and no action
of the Company or the Committee with respect hereto, will confer or be construed
to confer on the Grantee any right to continue in the employ of the Company or
any of its Subsidiaries or interfere in any way with the right of the Company or
any employing Subsidiary to terminate the Grantee's employment at any time, with
or without cause, subject to the provisions of any employment agreement between
the Grantee and the Company or any Subsidiary.
16. NONALIENATION OF BENEFITS. Except as provided in Section 9 of this
Agreement, (i) no right or benefit under this Agreement will be subject to
anticipation, alienation, sale, assignment, hypothecation, pledge, exchange,
transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell,
assign, hypothecate, pledge, exchange, transfer, encumber or charge the same
will be void, and (ii) no right or benefit hereunder will in any manner be
liable for or subject to the debts, contracts, liabilities or torts of the
Grantee or other person entitled to such benefits.
17. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of Colorado. Each party
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 that such party
may have based on inconvenience of forum.
18. CONSTRUCTION. References in this Agreement to "this Agreement" and the
words "herein," "hereof," "hereunder" and similar terms include all Exhibits and
Schedules appended hereto. The word "include" and all variations thereof are
used in an illustrative sense and not in a limiting sense. All decisions of the
Committee upon questions regarding this Agreement will be conclusive. Unless
otherwise expressly stated herein, in the event of any inconsistency between the
terms of the Plan and this Agreement, the terms of the Plan will control. 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.
19. DUPLICATE ORIGINALS. The Company and the Grantee 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.
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20. RULES BY COMMITTEE. The rights of the Grantee and the obligations of
the Company hereunder will be subject to such reasonable rules and regulations
as the Committee may adopt from time to time.
21. 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 Grantee regarding the subject matter hereof. The Grantee 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 Award and replaces and makes null and void
any prior agreements between the Grantee and the Company regarding the Award.
This Agreement will be binding upon and inure to the benefit of the parties and
their respective heirs, successors and assigns.
22. GRANTEE ACCEPTANCE. The Grantee 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.
23. CODE SECTION 409A COMPLIANCE. If any provision of this Agreement would
result in the imposition of an excise tax under Section 409A of the Code and
related regulations and Treasury pronouncements ("Section 409A"), that provision
will be reformed to avoid imposition of the excise tax and no action taken to
comply with Section 409A shall be deemed to impair a benefit under this
Agreement.
[Signature page follows.]
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SIGNATURE PAGE TO NON-QUALIFIED STOCK OPTION AGREEMENT
DATED AS OF __________, 20___ BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE
LIBERTY MEDIA CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ACCEPTED:
---------------------------------------
Grantee Name:
--------------------------
Address:
-------------------------------
SSN:
-----------------------------------
Number of shares of L Stock as to which Options are granted
--------------------
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EXHIBIT A
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED AS OF __________, 20___ BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE
[COPY OF LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)]
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EXHIBIT B
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED AS OF __________, 20___ BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE
DESIGNATION OF BENEFICIARY
I, _______________________________________ (the "Grantee"), hereby declare
that upon my death _____________________________________ (the "Beneficiary") of
Name
_____________________________________________________________________________ ,
Street Address City State Zip Code
who is my ___________________________________________ , will be entitled to the
Relationship to Grantee
L Options and all other rights accorded the Grantee by the above-referenced
grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant to
the Agreement and is subject to the conditions stated herein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights will devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary under
the Agreement are hereby revoked and that this Designation of Beneficiary may
only be revoked in writing, signed by the Grantee, and filed with the Company
prior to the Grantee's death.
------------------------------ ----------------------------------------
Date Grantee
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