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Exhibit 10.24


TERMINATION AGREEMENT

        This Termination Agreement ("Agreement") is made as of March 27, 2009 (the "Effective Date") by and between Liberty Media Corporation, a Delaware corporation ("LMC"), Liberty Media LLC, a Delaware limited liability company (the "Company"), and Robert R. Bennett (the "Executive").

Recitals

        The Executive currently is employed with the Company pursuant to an employment agreement dated as of December 28, 2005 (the "Employment Agreement") and is a director of LMC. The Executive and the Company desire to terminate the Employment Agreement and to provide for certain matters relating thereto.

Agreement

        In consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound, agree as follows:

        1.    Termination of the Employment Agreement; Payment for Services.    The Employment Agreement is hereby terminated as of the Effective Date. The Executive and the Company agree that, for purposes of the Employment Agreement, the Executive shall be considered to have voluntarily terminated his employment with the Company. In connection with such termination, the Company agrees to pay $38,513 to the Executive for services rendered at the request of the Company.

        2.    Stock Options and Stock Appreciation Rights.    The parties acknowledge that, as of the Effective Date, the Executive holds the options and stock appreciation rights described in Exhibit A (the "Existing Awards") pursuant to the agreements identified in Exhibit A (collectively, the "Existing Award Agreements"). Notwithstanding any provision to the contrary in any Existing Award Agreement, all of the Existing Awards shall be fully exercisable as of the Effective Date. In addition, the Existing Award Agreements are hereby amended as follows:

Except as provided in the preceding provisions of this Section 2, each Existing Award shall remain subject to the terms and conditions of the applicable Existing Award Agreement.

        3.    Benefits.    From the Effective Date through the earlier of August 31, 2014 or the date of the Executive's death (the "Participation Period"), the provisions of this Section 3 shall apply. The Executive shall be eligible to participate in any health plan that the Company may make available generally to employees of the Company to the extent such participation is permitted under the terms of such plan and by applicable law (including tax law), subject to the terms and conditions of such plan and subject to the continued maintenance of such plan by the Company. To the extent any such health plan is made available and the Executive elects to participate therein, the Company will contribute to such health plan on behalf of the Executive the same proportionate part of the monthly premium for coverage of Executive and his spouse under such health plan as the Company contributes on behalf of



an employee with spousal coverage under such plan (the "Company Contribution"). The Company Contribution will be made monthly during the Participation Period in accordance with the Company's normal procedures for the payment of health plan premiums. The aggregate amount of the Company Contribution in any taxable year of the Executive shall not affect the amount eligible to be made as the Company Contribution for any other taxable year of the Executive, and the Company Contribution will not be subject to liquidation or exchange for any other benefit. The Executive shall be responsible for payment of that portion of the monthly premium in excess of the Company Contribution. To the extent any such health plan is made available generally to employees of the Company, except to the extent the Company reasonably determines to be necessary or advisable to comply with applicable law (including tax law), the Company will refrain from taking any action that would limit or eliminate the Executive's eligibility to participate in such health plan. LMC and the Company will use their reasonable best efforts to cause any successor employer of all or substantially all of the employees of the Company to assume the obligations of the Company pursuant to this Section 3.

        4.    Indemnification.    LMC and the Executive acknowledge and agree that they are parties to an Indemnification Agreement dated May 9, 2006 (the "Indemnification Agreement") pursuant to which the Company has agreed to indemnify the Executive with respect to Claims relating to Indemnifiable Events (as such terms are defined in the Indemnification Agreement). LMC and the Executive further acknowledge and agree that the Indemnification Agreement shall remain in full force and effect according to its terms, notwithstanding termination of the Executive's employment pursuant to the terms of this Agreement.

        5.    Dispute Resolution.    At the option of any party hereto, any dispute, controversy, or question arising under, out of or relating to this Agreement or the breach thereof, other than that for injunctive relief to this Agreement or the breach thereof, will be referred for decision by arbitration in the Denver metropolitan area of the State of Colorado by a neutral arbitrator selected by the parties hereto. The proceeding will be governed by the Rules of the American Arbitration Association then in effect or such rules last in effect (in the event such Association is no longer in existence). If the parties are unable to agree upon such a neutral arbitrator within 30 days after any party has given the other written notice of the desire to submit the dispute, controversy or question for decision as aforesaid, then any party may apply to the American Arbitration Association for an appointment of a neutral arbitrator, or if such Association is not then in existence or does not act in the matter within 30 days of application, either party may apply to the Presiding Judge of the District Court of any county in Colorado for an appointment of a neutral arbitrator to hear the parties and settle the dispute, controversy or question, and such Judge is hereby authorized to make such appointment. In the event that any party exercises the right to submit a dispute arising hereunder to arbitration, the decision of the neutral arbitrator will be final, conclusive and binding on all interested persons and no action at law or equity will be instituted or, if instituted, further prosecuted by either party other than to enforce the award of the neutral arbitrator. The award of the neutral arbitrator may be entered in any court that has jurisdiction. In the event that the Executive is successful in pursuing any claim(s) or dispute(s) arising out of this Agreement, the Company will pay the Executive's attorneys' fees and costs and expenses of any Arbitrator in connection with such claims or disputes. In any other case, the parties will each bear all their own costs and attorneys' fees, except the Company will in all events pay the costs of any arbitrator appointed hereunder.

        6.    Assignment; Enforceability.    


        7.    Miscellaneous.    

If to the Executive:   Mr. Robert R. Bennett
                                                     
                                                     
    Facsimile:                         

If to LMC or

 

 
the Company:   Liberty Media Corporation
    12300 Liberty Boulevard
    Englewood, CO 80112
    Attn: General Counsel
    Telecopy: 720-875-5382

or to such other address or telecopy as either party furnishes to the other in writing in accordance with this Section 7(b). Notices and communications will be effective when actually received by the addressee.

[Signature page follows.]


        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company and LMC have caused this Agreement to be executed in their name on their behalf, all as of the day and year first above written.


 

 

  

Robert R. Bennett

 

 

Date:

 

 
       
 

 

 

LIBERTY MEDIA CORPORATION

 

 

By:

 

  

Charles Y. Tanabe
Executive Vice President

 

 

Date:

 

 
       
 

 

 

LIBERTY MEDIA LLC

 

 

By:

 

  

Charles Y. Tanabe
Executive Vice President

 

 

Date:

 

 
       
 

EXHIBIT A

to

Termination Agreement Dated as of March 27, 2009 between
Liberty Media Corporation, Liberty Media LLC and Robert R. Bennett

EXISTING AWARD AGREEMENTS

Agreement
  Options/SARs Outstanding and Exercisable as of Effective Date   Base Price as of Effective Date   Expiration Date
Non-Qualified Stock Option Agreement dated as of August 10, 2001 between Liberty Media Corporation and Robert R. Bennett (issued pursuant to the Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective August 10, 2001)) (the "2001 Agreement")   4,169,963 Series B Liberty Interactive Common Stock Options (or, at the Executive's election, Series A Liberty Interactive Common Stock Options)   $23.64 (Series B)

$22.90 (Series A)
  February 28, 2011

 

 

833,993 Series B Liberty Capital Common Stock Options (or, at the Executive's election, Series A Liberty Capital Common Stock Options)

 

$15.20 (Series B)

$14.74 (Series A)

 

February 28, 2011

 

 

3,335,972 Series B Liberty Entertainment Common Stock Options (or, at the Executive's election, Series A Liberty Entertainment Common Stock Options)

 

$21.79 (Series B)

$21.53 (Series A)

 

February 28, 2011

Stock Appreciation Rights Agreement dated as of July 31, 2003 between Liberty Media Corporation and Robert R. Bennett (issued pursuant to the Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective September 11, 2002)) (the "2003 Agreement")

 

250,000 Series A Liberty Interactive Common Stock Free-Standing Stock Appreciation Rights

 

$16.97

 

July 31, 2013

 

 

50,000 Series A Liberty Capital Common Stock Free-Standing Stock Appreciation Rights

 

$10.92

 

July 31, 2013

 

 

200,000 Series A Liberty Entertainment Common Stock Free-Standing Stock Appreciation Rights

 

$15.95

 

July 31, 2013

Agreement
  Options/SARs Outstanding and Exercisable as of Effective Date   Base Price as of Effective Date   Expiration Date
Stock Appreciation Rights Agreement dated as of August 6, 2004 between Liberty Media Corporation and Robert R. Bennett (issued pursuant to the Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective April 19, 2004)) (the "2004 Agreement")   250,000 Series A Liberty Interactive Common Stock Free-Standing Stock Appreciation Rights   $15.46   August 6, 2014

 

 

50,000 Series A Liberty Capital Common Stock Free-Standing Stock Appreciation Rights

 

$9.95

 

August 6, 2014

 

 

200,000 Series A Liberty Entertainment Common Stock Free-Standing Stock Appreciation Rights

 

$14.53

 

August 6, 2014

Non-Qualified Stock Option Agreements dated as of December 24, 2007 between Liberty Media Corporation and Robert R. Bennett (issued pursuant to the Liberty Media Corporation 2007 Incentive Plan) (the "2007 Agreements")

 

6,400 Series A Liberty Interactive Common Stock Options

 

$19.96

 

December 24, 2014

 

 

1,650 Series A Liberty Capital Common Stock Options

 

$17.26

 

December 24, 2014

 

 

6,600 Series A Liberty Entertainment Common Stock Options

 

$25.21

 

December 24, 2014

Non-Qualified Stock Option Agreement dated as of December 16, 2008 between Liberty Media Corporation and Robert R. Bennett (issued pursuant to the Liberty Media Corporation 2007 Incentive Plan) (the "2008 Agreement")

 

16,000 Series A Liberty Interactive Common Stock Options

 

$2.91

 

December 16, 2015

 

 

3,800 Series A Liberty Capital Common Stock Options

 

$3.57

 

December 16, 2015

 

 

11,600 Series A Liberty Entertainment Common Stock Options

 

$17.69

 

December 16, 2015



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TERMINATION AGREEMENT