EXHIBIT 10.18
LIBERTY MEDIA CORPORATION
2000 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 19, 2004)
STOCK APPRECIATION RIGHTS AGREEMENT
THIS STOCK APPRECIATION RIGHTS AGREEMENT ("Agreement") is made as of
_________________ (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 Effective 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 to them 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 Free Standing SARs 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 $______.
"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.
"Grantee" has the meaning specified in the preamble to this Agreement.
"L SAR" has the meaning specified in Section 2 of this Agreement.
"L Stock" has the meaning specified in Section 2 of this Agreement.
"Plan" has the meaning specified in the recitals to 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 _________.
"Year of Continuous Service" has the meaning specified in Section 7(d)
of this Agreement.
2. GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and conditions
herein, pursuant to the Plan, the Company grants to the Grantee during the
period commencing on the Effective Date and expiring at Close of Business on
________ (the "Term"), subject to earlier termination as provided in Section 7
below, a Free Standing SAR with respect to the number of shares of Liberty Media
Corporation Series A Common Stock ("L Stock") identified on the signature page
hereto (individually, an "L SAR" and collectively, the "L SARs"). Upon exercise
of an L SAR in accordance with this Agreement, the Company will, subject to
Section 5 below, pay to the Grantee consideration equal to the amount, if any,
by which the Fair Market Value of a share of L Stock on the date of exercise
exceeds the Base Price of such L SAR.
3. CONDITIONS OF EXERCISE. Unless otherwise determined by the Committee in
its sole discretion, the L SARs are exercisable only in accordance with the
conditions stated in this Section 3.
(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 SARs may be exercised only to the
extent they have become exercisable in accordance with the following schedule:
Percentage of L SARs
Date Becoming Exercisable
---- --------------------
20%
20%
20%
20%
20%
---
Total 100%
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Notwithstanding the foregoing, (i) all L SARs 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 (ii) if the
Grantee's employment with the Company and its Subsidiaries is terminated by the
Company or a Subsidiary without Cause (as determined in the sole discretion of
the Committee), any L SARs 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 SARs become exercisable, such L SARs 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 may, in its
discretion and as contemplated by Section 3.3 of the Plan, adopt rules and
regulations from time to time after the date hereof with respect to the exercise
of the L SARs and that the exercise by the Grantee of L SARs 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 SARs will be considered exercised (as to the
number of L SARs 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 L SARs
to be exercised; and
(b) 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 deliverable
upon exercise of any L SARs a 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 Company (the "Required Withholding Amount").
6. 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 the
amount of consideration determined under the final sentence of Section 2 above,
which consideration shall consist of shares of L Stock (valued at their Fair
Market Value on the date of exercise), except as provided in the Plan with
respect to
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fractional shares. 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 SARS. Unless otherwise determined by the
Committee in its sole discretion, the L SARs 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 of the Grantee, then the L SARs 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 SARs remain exercisable as
provided in Section 7(a) or Section 7(c), as applicable, the L SARs 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 SARs remain exercisable as
provided in Section 7(d), the L SARs will terminate at the Close of Business on
the 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 SARs
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 (as determined in the
sole discretion of the Committee), the L SARs 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
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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 not 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 included.
(e) If the Grantee's employment with the Company and its Subsidiaries
is terminated by the Company for Cause, then the L SARs will terminate
immediately upon such termination of the Grantee's employment.
In any event in which L SARs remain exercisable for a period of time
following the date of termination of the Grantee's employment as provided above,
the L SARs 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. Unless the Committee otherwise determines, a change
of the Grantee's employment from the Company to a Subsidiary or from one
Subsidiary to another Subsidiary will be a termination of employment within the
meaning of this Section 7. 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 SARs will in any event terminate upon the expiration of the
Term.
8. AUTOMATIC EXERCISE OF L SARS. Immediately prior to the termination of L
SARs as provided in Section 7(a), 7(b), 7(c) or 7(d) above or upon expiration of
the Term, all remaining L SARs then exercisable will be deemed to have been
exercised by the Grantee. Notwithstanding any other provision of this Agreement,
no exercise of LSARs will be deemed to occur upon termination of the Grantee's
employment for Cause.
9. NONTRANSFERABILITY. During the Grantee's lifetime, L SARs 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 SARs 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 SARs will pass by will or the laws
of descent and distribution. Following the Grantee's death, the L SARs, if
otherwise exercisable, may be exercised by the person to whom such 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. The Grantee will not, by reason of the Award
granted under this Agreement, be deemed for any purpose to be, or to have any of
the rights of, a stockholder of the Company or 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 its stockholders to accomplish any
corporate act, including, without limitation, the acts referred to in Section
11.16 of the Plan.
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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 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 made available under this Agreement, then
the L SARs will be subject to adjustment (including, without limitation, as to
the number of L SARs and the Base Price per share of such L SARs) 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 SARs , 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 SARs or the
resulting payment of cash or issuance 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: General Counsel
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,
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(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 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 SARs 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 SARs 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
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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.
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
STOCK APPRECIATION RIGHTS AGREEMENT
DATED ____________ BETWEEN LIBERTY MEDIA CORPORATION AND GRANTEE
LIBERTY MEDIA CORPORATION
By:
---------------------------------
ACCEPTED:
, Grantee
-----------------------
Name:
-------------------------------
Address:
-------------------------------
-------------------------------
SSN:
-------------------------------
Number of shares of L Stock as to which L SARs are granted:
------
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EXHIBIT A
TO
STOCK APPRECIATION RIGHTS AGREEMENT
DATED __________ BETWEEN
LIBERTY MEDIA CORPORATION AND GRANTEE
[COPY OF LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN (AS AMENDED AND RESTATED
EFFECTIVE APRIL 19, 2004)]
10
EXHIBIT B
TO
STOCK APPRECIATION RIGHTS AGREEMENT
DATED __________ 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 SARs 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
