EXHIBIT 10.19
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT ("Agreement") is made as of [_____________ (the "Grant
Date"), by and between LIBERTY MEDIA CORPORATION, a Delaware corporation (the
"Company"), and the person signing as "Grantee" on the signature page hereof
(the "Grantee").
The Company has adopted the Liberty Media Corporation 2000 Incentive Plan
(as Amended and Restated Effective April 19, 2004) (the "Plan"), a copy of
which is appended 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 shall have
the meaning ascribed 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 shares of common stock to Grantee, subject to the
conditions and restrictions set forth herein and in the Plan, in order to
provide Grantee with additional remuneration for services rendered, to encourage
Grantee to remain in the employ of the Company or its Subsidiaries and to
increase Grantee's personal interest in the continued success and progress of
the Company.
The Company and Grantee therefore agree as follows:
1. AWARD. Pursuant to the terms of the Plan and in consideration of the
covenants and promises of Grantee herein contained, the Company hereby awards to
Grantee as of the Grant Date the number of shares of Liberty Media Corporation
Series A ("L") Common Stock set forth on SCHEDULE 1 hereto, subject to the
conditions and restrictions set forth below and in the Plan (the "Restricted
Shares").
2. ISSUANCE OF RESTRICTED SHARES AT BEGINNING OF THE RESTRICTION PERIOD.
Upon issuance of the Restricted Shares, the stock certificate or certificates
representing such Restricted Shares shall be registered in the name of Grantee.
During the Restriction Period, certificates representing the Restricted Shares
and any securities constituting Retained Distributions shall bear a restrictive
legend to the effect that ownership of the Restricted Shares (and such Retained
Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms and conditions provided in the Plan and this
Agreement. Such certificates shall remain in the custody of the Company, and
Grantee shall deposit with the Company stock powers or other instruments of
assignment, each endorsed in blank, so as to permit retransfer to the Company of
all or any portion of the Restricted Shares and any securities constituting
Retained Distributions that shall be forfeited or otherwise not become vested in
accordance with the Plan and this Agreement.
3. RESTRICTIONS. Restricted Shares shall constitute issued and outstanding
shares of Common Stock for all corporate purposes. Grantee will have the right
to vote such Restricted Shares, to receive and retain such dividends and
distributions, as the Committee may in its sole discretion designate, paid or
distributed on such Restricted Shares and to exercise all other rights,
powers and privileges of a holder of Common Stock with respect to such
Restricted Shares, except that (a) Grantee will not be entitled to delivery of
the stock certificate or certificates representing such Restricted Shares until
the Restriction Period shall have expired and unless all other vesting
requirements with respect thereto shall have been fulfilled or waived, (b) the
Company will retain custody of the stock certificate or certificates
representing the Restricted Shares during the Restriction Period as provided in
Section 8.2 of the Plan, (c) other than such dividends and distributions as the
Committee may in its sole discretion designate, the Company or its designee will
retain custody of all distributions ("Retained Distributions") made or declared
with respect to the Restricted Shares (and such Retained Distributions will be
subject to the same restrictions, terms and vesting and other conditions as are
applicable to the Restricted Shares) until such time, if ever, as the Restricted
Shares with respect to which such Retained Distributions shall have been made,
paid or declared shall have become vested, and such Retained Distributions shall
not bear interest or be segregated in a separate account, (d) Grantee may not
sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted
Shares or any Retained Distributions or Grantee's interest in any of them during
the Restriction Period and (e) a breach of any restrictions, terms or conditions
provided in the Plan or established by the Committee with respect to any
Restricted Shares or Retained Distributions will cause a forfeiture of such
Restricted Shares and any Retained Distributions with respect thereto.
4. VESTING AND FORFEITURE OF RESTRICTED SHARES. Subject to earlier vesting
in accordance with the provisions of Paragraph 7(b) below, Grantee shall become
vested as to 25% of the Restricted Shares subject to this Agreement on each of
the first four anniversaries of the Grant Date, each such anniversary being a
Vesting Date; provided, however, that Grantee shall not vest, pursuant to this
Paragraph 4, in Restricted Shares as to which Grantee would otherwise vest as of
a given date if Grantee has not been continuously employed by the Company or its
Subsidiaries from the date of this Agreement through such date (the vesting or
forfeiture of such shares to be governed instead by the provisions of Paragraph
5). Notwithstanding the foregoing, in the event that any date on which vesting
would otherwise occur is a Saturday, Sunday or a holiday, such vesting shall
instead occur on the business day next following such date.
5. EARLY TERMINATION OF AWARD. Unless otherwise determined by the Committee
in its sole discretion, the Award shall terminate, to the extent not theretofore
vested, prior to the expiration of the Restricted Period, at the time specified
below:
(a) If Grantee's employment with the Company and its Subsidiaries
terminates for any reason other than death or Disability, then the Award, to the
extent not theretofore vested, shall be forfeited immediately;
(b) If Grantee dies while employed by the Company or a Subsidiary, then the
Award, to the extent not theretofore vested, shall immediately become fully
vested; and
(c) If Grantee's employment with the Company terminates by reason of
Disability, then the Award, to the extent not theretofore vested, shall
immediately become fully vested.
6. COMPLETION OF THE RESTRICTION PERIOD. On the Vesting Date with respect
to each award of Restricted Shares, and the satisfaction of any other applicable
restrictions, terms and conditions (a) all or the applicable portion of such
Restricted Shares shall become vested, (b) any
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Retained Distributions and any unpaid Dividend Equivalents with respect to such
Restricted Shares shall become vested to the extent that the Restricted Shares
related thereto shall have become vested and (c) any cash award to be received
by Grantee with respect to such Restricted Shares shall become payable, all in
accordance with the terms of this Agreement. Any such Restricted Shares,
Retained Distributions and any unpaid Dividend Equivalents that shall not become
vested shall be forfeited to the Company, and Grantee shall not thereafter have
any rights (including dividend and voting rights) with respect to such
Restricted Shares, Retained Distributions and any unpaid Dividend Equivalents
that shall have been so forfeited. The Committee may, in its discretion, provide
that the delivery of any Restricted Shares, Retained Distributions and unpaid
Dividend Equivalents that shall have become vested shall be deferred until such
date or dates as the recipient may elect. Any election of a recipient pursuant
to the preceding sentence shall be filed in writing with the Committee in
accordance with such rules and regulations, including any deadline for the
making of such an election, as the Committee may provide.
7. ADJUSTMENTS.
(a) The Restricted Shares shall be subject to adjustment (including,
without limitation, as to the number of Restricted Shares) 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 Section 4.2 of the Plan following the Grant Date.
(b) In the event of any Approved Transaction, Board Change or Control
Purchase, the restrictions in Paragraph 3 shall lapse. Notwithstanding the
foregoing, the Committee may, in its sole discretion, determine that the
restrictions in Paragraph 3 will not lapse on an accelerated basis in connection
with an Approved Transaction if the Board or the surviving or acquiring
corporation, as the case may be, shall have taken or made effective provision
for the taking of such action as in the opinion of the Committee is equitable
and appropriate to substitute a new Award for the Award evidenced by this
Agreement or to assume this Agreement and the Award evidenced hereby and in
order to make such new or assumed Award, as nearly as may be practicable
equivalent to the Award evidenced by this Agreement as then in effect (but
before giving effect to any acceleration of the exercisability hereof unless
otherwise determined by the Committee), taking into account, to the extent
applicable, the kind and amount of securities, cash or other assets into or for
which shares of L may be changed, converted or exchanged in connection with the
Approved Transaction.
8. MANDATORY WITHHOLDING FOR TAXES. Upon the expiration of the Restriction
Period, Grantee (or Beneficiary, as defined in Paragraph 10 below) must remit to
the Company the amount of all federal, state or other governmental withholding
tax requirements imposed upon the Company with respect to the vesting of
Restricted Shares, unless provisions to pay such withholding requirements have
been made to the satisfaction of the Committee. Upon the payment of any cash
dividends with respect to Restricted Shares during the Restriction Period, the
amount of such dividends shall be reduced to the extent necessary to satisfy any
withholding tax requirements applicable thereto prior to payment to Grantee.
9. DELIVERY BY THE COMPANY. As soon as practicable after vesting in
Restricted Shares pursuant to Paragraphs 4, 5 or 7, and subject to the
withholding referred to in
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Paragraph 8, the Company shall deliver to Grantee certificates issued in
Grantee's name for the number of Restricted Shares. If delivery is by mail,
delivery of shares of L shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited the certificates in the
United States mail, addressed to Grantee.
10. NONTRANSFERABILITY OF RESTRICTED SHARES BEFORE VESTING. Before vesting
and during Grantee's lifetime, the Restricted Shares 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 Grantee or Grantee's court appointed legal representative.
The Grantee may designate a beneficiary or beneficiaries (each, a
"Beneficiary"), to whom the Restricted Shares shall pass upon 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 shall be effective unless so filed
prior to the death of Grantee. If no such designation is made or if the
designated Beneficiary does not survive the Grantee's death, the Restricted
Shares shall pass by will or the laws of descent and distribution. Following
Grantee's death, the Restricted Shares shall pass accordingly to the designated
Beneficiary, and such Beneficiary shall be deemed the Grantee for purposes of
any applicable provisions of this Agreement.
11. COMPANY'S RIGHTS. The existence of this Agreement shall not affect in
any way the right or power of the Company or its stockholders to accomplish any
corporate act, including, without limitation, the acts referred to in Section
10.16 of the Plan.
12. LIMITATION OF RIGHTS. Nothing in this Agreement or the Plan shall be
construed to:
(a) give Grantee any right to be awarded any further Restricted Shares
other than in the sole discretion of the Committee; or
(b) give Grantee or any other person any interest in any fund or in any
specified asset or assets of the Company or any subsidiary of the Company.
13. PREREQUISITES TO BENEFITS. Neither Grantee nor any person claiming
through Grantee shall have any right or interest in the Restricted Shares
awarded hereunder, unless and until all the terms, conditions and provisions of
this Agreement and the Plan which affect the Grantee or such other person shall
have been complied with as specified herein.
14. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section
10.8 of the Plan, Grantee agrees that Grantee will not require the Company to
deliver any Restricted Shares and that the Company will not be obligated to
deliver any Restricted Shares if counsel to the Company determines that such
exercise, delivery or payment 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
the L Common Stock is listed or quoted. The Company shall in no event be
obligated to take any affirmative action in order to cause the delivery of any
Restricted Shares to comply with any such law, rule, regulation or agreement.
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15. NOTICE. Unless the Company notifies Grantee in writing of a different
procedure or address, any notice or other communication to the Company with
respect to this Agreement shall be in writing and shall be delivered personally
or sent by first class mail, postage prepaid, to the following address:
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Any notice or other communication to Grantee with respect to this Agreement
shall be in writing and shall be delivered personally, or shall be sent by first
class mail, postage prepaid, to Grantee's address as listed in the records of
the Company on the Grant Date, unless the Company has received written
notification from Grantee of a change of address.
16. AMENDMENT. Notwithstanding any other provision hereof, this Agreement
may be supplemented or amended from time to time as approved by the Committee as
contemplated by Section 10.7(b) of the Plan. Without limiting the generality of
the foregoing, without the consent of 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 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 shall not adversely affect the rights of 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 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 Company's
stockholders, the Award evidenced by this Agreement may be canceled by the
Committee and a new Award made in substitution therefor, provided that the Award
so substituted shall satisfy all of the requirements of the Plan as of the date
such new Award is made and no such action shall adversely affect the Restricted
Shares to the extent then vested.
17. GRANTEE EMPLOYMENT. Nothing contained in this Agreement, and no action
of the Company or the Committee with respect hereto, shall confer or be
construed to confer on 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 Grantee's employment at any
time, with or without cause; subject, however, to the provisions of any
employment agreement between Grantee and the Company or any Subsidiary.
18. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Colorado. Each party
irrevocably submits to
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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.
19. CONSTRUCTION. References in this Agreement to "this Agreement" and the
words "herein," "hereof," "hereunder" and similar terms include all Exhibits and
Schedules appended hereto, including the Plan. This Agreement is entered into,
and the Award evidenced hereby is granted, pursuant to the Plan and shall be
governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. All decisions of the
Committee upon questions regarding the Plan or this Agreement shall 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 shall control. The headings of the paragraphs of this Agreement have been
included for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
20. DUPLICATE ORIGINALS. The Company and Grantee may sign any number of
copies of this Agreement. Each signed copy shall be an original, but all of them
together represent the same agreement.
21. RULES BY COMMITTEE. The rights of Grantee and obligations of the
Company hereunder shall be subject to such reasonable rules and regulations as
the Committee may adopt from time to time hereafter.
22. ENTIRE AGREEMENT. This Agreement is in satisfaction of and in lieu of
all prior discussions and agreements, oral or written, between the Company and
Grantee. 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 Restricted
Shares and replaces and makes null and void any prior agreements between Grantee
and the Company regarding the Restricted Shares.
23. GRANTEE ACCEPTANCE. Grantee shall 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.
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SIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT DATED AS OF [_______],
BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE.
LIBERTY MEDIA CORPORATION
By:_____________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
ACCEPTED:
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Address:
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SSN:
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EXHIBIT A TO RESTRICTED STOCK AWARD AGREEMENT
DATED AS OF [_______] BETWEEN LIBERTY
MEDIA CORPORATION AND GRANTEE
LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)
EXHIBIT B TO RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF [_______] BETWEEN
LIBERTY MEDIA CORPORATION AND GRANTEE
DESIGNATION OF BENEFICIARY
I, ____________________________________________ (the "Grantee"), hereby
declare that upon my death ___________________________________________ (the
Name
"Beneficiary") of ____________________________________________________________ ,
Street Address City State Zip Code
who is my _________________________________________________, shall be entitled
Relationship to Grantee
to the Restricted Shares 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 shall devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designation of beneficiary under
this 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.
SCHEDULE 1 TO RESTRICTED STOCK AWARD
AGREEMENT DATED AS OF [________] BETWEEN
LIBERTY MEDIA CORPORATION AND GRANTEE
Grantee:
Grant Date:
Restricted Shares: [_______] shares of Liberty Media Corporation Series A
Common Stock, $.01 par value per share
