EXHIBIT 10.19
May 8, 2003
Xx. Xxxxxx X. Xxxxxxx
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Personal Use of Company Aircraft
Dear Dob:
This letter (this "Agreement") sets forth our agreement with respect to your
personal use of aircraft (the "Aircraft") owned or leased by Liberty Media
Corporation ("LMC").
1. USE OF AIRCRAFT. During the Term (as defined below), you may use an
average of up to $250,000 per year worth of flight time (the "Annual
Allotment") on the Aircraft for personal use ("Personal Flight Time").
For purposes of this paragraph, Personal Flight Time will be determined
based upon the "aggregate incremental cost" (within the meaning of Item
402(b) of Regulation S-K under the Securities Exchange Act of 1934, as
currently in effect) to LMC of your personal use of the Aircraft. You
may exceed the unused Annual Allotments during any year of the Term (as
defined below) provided that (i) you do not exceed $500,000 worth of
Personal Flight Time in any given year, (ii) the aggregate worth of
your Personal Flight Time does not exceed $1,250,000 at the end of the
fourth year of the Term and (iii) any cumulative excess of Personal
Flight Time over an annual average of $250,000 at the end of the fourth
year of the Term will be applied to reduce the Annual Allotment for the
fifth year. You may schedule Personal Flight Time with LMC's flight
department subject to availability of the Aircraft. At no time will LMC
have any obligation to pay you for unused Annual Allotments and LMC
will have no obligation to continue to own or lease any Aircraft.
2. IRS REPORTING. The value of Personal Flight Time will be included in
your W-2 in accordance with applicable IRS regulations.
3. TERM. The term of this Agreement (the "Term") will commence on January
1, 2003 and expire on the earliest of (i) December 31, 2007, (ii) the
date that you cease to be employed by LMC and (iii) the date that LMC
ceases to own or lease any Aircraft (the "Termination Date"). LMC will
have no further obligation to you under this Agreement as of the
Termination Date and any unused Annual
Allotments shall expire. Similarly, provided that you have complied
with the limitations on Personal Flight Time prescribed by the third
sentence of paragraph 1, you will have no obligation to reimburse LMC
if for any reason your average annual Personal Flight Time exceeds
$250,000 at the end of the Term.
4. GOVERNING LAW. This Agreement will be governed by, and will be
construed and enforced in accordance with, the laws of the State of
Colorado without regard to the conflicts of laws principles of that
jurisdiction,
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter
hereof and supersedes any and all previous written or oral
representations, promises, agreements or understandings of whatever
nature between the parties with respect to the subject matter. This
Agreement may not be altered or amended except by an agreement in
writing signed by both parties. This Agreement may be signed in
counterparts.
If you are in agreement with the foregoing, please execute the enclosed copy of
this letter.
Very truly yours,
LIBERTY MEDIA CORPORATION
By:
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Xxxxxxx X. Xxxxxx
Senior Vice President
AGREED:
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Xxxxxx X. Xxxxxxx
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