| * | Please note that fractional New Options will be rounded up to the nearest whole option. |
Employee Signature
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Date | |||
Employee Name (please print)
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E-mail Address | |||
Legal Name, if different (please print) |
| 1. | Participation in this Offer. Liberty Media Corporation (“we”, “us”, “our” or “Liberty”) is offering the employees of its subsidiaries QVC, Inc. (together with its subsidiaries, “QVC”) and BuySeasons, Inc. (“BuySeasons”) to exchange certain outstanding options to purchase Series A Liberty Interactive common stock. This exchange relates to your unexpired and unexercised stock options that were granted before March 9, 2009 under our 2000 Incentive Plan and 2007 Incentive Plan at a price per share greater than $7.00 (stock options that meet these criteria are referred to as your “Eligible Options”). Your Eligible Options are identified in a listing sent separately to you. | |
| 2. | DEFINED TERMS. All terms used in this election form but not defined have the meaning given to them in the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated March 9, 2009 (the “Offer Document”). | |
| 3. | EXPIRATION DATE. The offer and any rights to tender, or to withdraw a tender of, your Eligible Options will expire on April 3, 2009 at 11:59 p.m., Eastern Daylight Savings Time (or on a later date, if we extend the offer) (such expiration date, the “Expiration Date”). | |
| 4. | DELIVERY OF ELECTION TO PARTICIPATE. If you intend to tender your Eligible Options under the offer, you must complete this election form, acknowledge your participation, and do one of the following, all before 11:59 p.m., Eastern Daylight Savings Time, on the Expiration Date: | |
| (a) If you are an employee of QVC, by (1) emailing a completed and signed scanned or PDF copy of the election form to nick.brecker@qvc.com, (2) faxing a completed and signed scanned or PDF copy of the election form to Nick Brecker at 484-701-8301, or (3) delivering or sending your completed and signed election form by hand, registered mail or courier to: QVC, Inc., Attn: Nick Brecker, 1200 Wilson Drive, West Chester, PA 19380; or | ||
| (b) If you are an employee of BuySeasons, by (1) emailing a completed and signed scanned or PDF copy of the election form to dkarst@buyseasons.com, (2) faxing a completed and signed scanned or PDF copy of the election form to David Karst at 262-901-3333, or (3) delivering or sending your completed and signed election form by hand, registered mail or courier to: BuySeasons, Inc., Attn: David Karst, 5915 S. Moorland Rd., New Berlin, WI 53151. |
| 5. | EXISTING STOCK OPTION AGREEMENTS. You do not need to return your existing stock option agreements relating to your tendered Eligible Options, as they will be automatically canceled if we accept your entire Eligible Options for exchange. | |
| 6. | WITHDRAWAL OF ELECTION. The tender of your Eligible Options under this offer may be withdrawn at any time before 11:59 p.m., Eastern Daylight Savings Time, on the Expiration Date. To withdraw your tendered Eligible Options, you must complete and submit a withdrawal form. Withdrawals may not be rescinded, and any Eligible Options withdrawn will not be considered to be properly tendered, unless your Eligible Options are properly re-tendered before the Expiration Date by following the procedures described in Instruction 4 above. You will be bound by the last properly submitted election form or withdrawal form we receive prior to the Expiration Date. | |
| 7. | SIGNATURES ON THIS ELECTION FORM. Election forms must be signed by the employee holding the options or another person with the legal authority to act on behalf of the employee. | |
| If this election form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to Liberty of the authority of that person to act in that capacity must be submitted with this election form. | ||
| 8. | OTHER INFORMATION ON THIS ELECTION FORM. In addition to signing this election form, you must print your name, legal name (if different than the name you use), date, and your current e-mail address. | |
| 9. | REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance regarding the offer (including requests for additional copies of this election form) should be directed to one of the following: | |
| (a) If you are employed by QVC, you should direct your questions to Larry Hayes (484-701-8192; larry.hayes@qvc.com) or Nick Brecker (484-701-3988; nick.brecker@qvc.com). |
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| 10. | IRREGULARITIES. We will determine all questions as to the number of Eligible Options tendered and the validity, form, eligibility (including time of receipt) and acceptance of your tender of Eligible Options. We may reject any tender of Eligible Options that we determine is not in the appropriate form or would be unlawful to accept. Our determination of these matters will be final and binding on all parties. We may waive any defect or irregularity in your tender with respect to your Eligible Options tendered before 11:59 p.m., Eastern Daylight Savings Time, on the Expiration Date. Your Eligible Options will not be accepted for exchange until you have cured all defects or irregularities to our satisfaction, or they have been waived by us, before 11:59 p.m., Eastern Daylight Savings Time, on the Expiration Date. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any Eligible Options. | |
| 11. | ADDITIONAL DOCUMENTS TO READ. In addition to the documents making up this offer, you should be sure to read the other documents referenced in or incorporated into the Offer Document before deciding to participate in this offer. | |
| 12. | CONDITIONAL OR CONTINGENT OFFERS. We will not accept any alternative, conditional or contingent tenders. | |
| 13. | IMPORTANT TAX INFORMATION. You should refer to “The Exchange Offer-Material United States Tax Consequences” of the Offer Document, which contains important tax information. We encourage you to consult with your own legal, accounting and tax advisors if you have questions about your financial or tax situation. |
| (1) | I have received a copy of the Offer Document, dated March 9, 2009, and all of the ancillary materials (the “Exchange Offer Materials”) from Liberty. I have read and agree to be bound by all of the terms and conditions of the offer as described in the Exchange Offer Materials. | ||
| (2) | I understand that, upon acceptance by Liberty, my election to participate will constitute a binding agreement between Liberty and me with respect to all of my Eligible Options that are accepted for cancellation and exchange, unless I return a validly completed withdrawal form with respect to my Eligible Options before the expiration of the offer. | ||
| (3) | I understand that if I validly tender my Eligible Options for exchange, and such Eligible Options are accepted for cancellation and exchange, I will receive New Options to acquire shares of Series A Liberty Interactive common stock, and I will lose all of my rights to purchase any shares under such Eligible Options, and by signing and submitting this election form, I am agreeing to the terms of a new |
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| stock option agreement governing the terms of each New Option granted to me in exchange for my Eligible Options pursuant to the offer. |
| (4) | Liberty has advised me to consult with my own legal, accounting and tax advisors as to the consequences of participating or not participating in this offer before making any decision whether to participate. | ||
| (5) | I understand that participation in the offer will not be construed as a right to my continued employment with any Eligible Subsidiary for any period, and that my employment can be terminated at any time by me or one of Liberty’s Eligible Subsidiaries, as applicable, with or without cause or notice, in accordance with the terms of my employment. | ||
| (6) | I understand that, as described in the sections “The Exchange Offer-Conditions of The Exchange Offer” and “The Exchange Offer-Extension of Exchange Offer; Termination; Amendment” of the Offer Document, Liberty may extend, amend, withdraw or terminate the offer and postpone its acceptance and cancellation of my Eligible Options that I have tendered for exchange. In any such event, I understand that the Eligible Options tendered for exchange but not accepted will remain in effect with their current terms and conditions. | ||
| (7) | I understand that my elections pursuant to this election form will survive my death or incapacity and will be binding upon my heirs, personal representatives, successors and assigns. |
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