EXHIBIT 99.1
LIBERTY MEDIA CORPORATION
2006 DEFERRED COMPENSATION PLAN
1. COVERAGE
OF PLAN
The Plan is unfunded and is maintained for the purpose of providing a
select group of management or highly compensated employees the opportunity to
defer the receipt of compensation otherwise payable to such eligible employees
in accordance with the terms of the Plan.
2. DEFINITIONS
2.1. Account means each of the
bookkeeping accounts established pursuant to Section 5.1 and maintained by the
Company in the names of the respective Participants, to which all amounts
deferred under the Plan and interest on such amounts shall be credited, and
from which all amounts distributed under the Plan shall be debited.
2.2. Active Participant means each
Participant who is actively employed by the Company as an Eligible Employee.
2.3. Affiliate means, with respect
to any Person, any other Person that, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person. For purposes of this definition, the term control,
including its correlative terms controlled by and under common control with,
mean, with respect to any Person, the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.
2.4. Applicable Interest Rate means
9% per annum, compounded as of the end of each calendar quarter.
2.5. Beneficiary means such person
or persons or legal entity or entities, including, but not limited to, an
organization exempt from federal income tax under section 501(c)(3) of the
Code, designated by a Participant or Beneficiary to receive benefits pursuant
to the terms of the Plan after such Participants or Beneficiarys death. If no Beneficiary is designated by the
Participant or Beneficiary, or if no Beneficiary survives the Participant or
Beneficiary (as the case may be), the Participants Beneficiary shall be the
Participants Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participants estate, and the Beneficiary of a Beneficiary shall
be the Beneficiarys Surviving Spouse if the Beneficiary has a Surviving Spouse
and otherwise the Beneficiarys estate.
2.6. Board means
the Board of Directors of the Company.
2.7. Change of Control means any
transaction or series of transactions that constitutes a change in the
ownership or effective control of the Company or a change in the
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ownership of a substantial portion of the assets of the Company, in
each case within the meaning of Section 409A.
2.8. Code means the Internal Revenue
Code of 1986, as amended.
2.9. Committee means the committee
appointed by the Board to administer the Plan, which shall be the Compensation
Committee of the Board or such other committee as the Board may appoint or, if
the Board so determines, the Board.
2.10. Company
means Liberty Media Corporation, a Delaware corporation, including any
successor thereto by merger, consolidation, acquisition of all or substantially
all the assets thereof, or otherwise.
2.11. Compensation
means an Eligible Employees base salary and any bonus payable by the Company
to an Eligible Employee for services performed for the Company.
2.12. Deceased
Participant means:
2.12.1. A Participant
whose employment with the Company is terminated by death; or
2.12.2. An Inactive
Participant who dies following termination of his or her employment with the
Company.
2.13. Disability
means:
2.13.1. an individuals
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months; or
2.13.2. circumstances
under which, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, an individual is receiving
income replacement benefits for a period of not less than three months under an
accident or health plan covering employees of the individuals employer.
2.14. Disabled
Participant means:
2.14.1. A Participant
whose employment with the Company is terminated by reason of Disability;
2.14.2. An Inactive
Participant who suffers a Disability following termination of his or her
employment with the Company; or
2.14.3. The
duly-appointed legal guardian of an individual described in Section 2.14.1 or
2.14.2 acting on behalf of such individual.
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2.15. Eligible
Compensation means 50% of an Eligible Employees Compensation.
2.16. Eligible
Employee means each employee of the Company who is an officer of the
Company at the level of Senior Vice President or above and each other employee
of the Company who is designated by the Committee, in its discretion, as an
Eligible Employee.
2.17. Hardship
means a Participants severe financial hardship due to an unforeseeable
emergency resulting from a sudden and unexpected illness or accident of the
Participant, or, a sudden and unexpected illness or accident of a dependent (as
defined by section 152(a) of the Code) of the Participant, or loss of the
Participants property due to casualty, or other similar and extraordinary
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. A need to send the Participants child to college or a desire
to purchase a home is not an unforeseeable emergency. No Hardship shall be deemed to exist to the
extent that the financial hardship is or may be relieved (a) through
reimbursement or compensation by insurance or otherwise, (b) by borrowing from
commercial sources on reasonable commercial terms to the extent that this
borrowing would not itself cause a severe financial hardship, (c) by cessation
of deferrals under the Plan, or (d) by liquidation of the Participants other
assets (including assets of the Participants spouse and minor children that
are reasonably available to the Participant) to the extent that this
liquidation would not itself cause severe financial hardship. For the purposes of the preceding sentence,
the Participants resources shall be deemed to include those assets of his
spouse and minor children that are reasonably available to the Participant;
however, property held for the Participants child under an irrevocable trust
or under a Uniform Gifts to Minors Act custodianship or Uniform Transfers to
Minors Act custodianship shall not be treated as a resource of the
Participant. The Committee shall
determine whether the circumstances of the Participant constitute an
unforeseeable emergency and thus a Hardship within the meaning of this
Section 2.17. Following a uniform
procedure, the Committees determination shall consider any facts or conditions
deemed necessary or advisable by the Committee, and the Participant shall be
required to submit any evidence of the Participants circumstances that the
Committee requires. The determination as
to whether the Participants circumstances are a case of Hardship shall be
based on the facts of each case; provided however, that all determinations as
to Hardship shall be uniformly and consistently made according to the
provisions of this Section 2.17 for all Participants in similar
circumstances.
2.18. Inactive
Participant means each Participant (other than a Deceased Participant or a
Disabled Participant) who is not actively employed by the Company.
2.19. Initial
Election means a written election on a form provided by the Company, filed
with the Company in accordance with Article 3, pursuant to which an Eligible
Employee may elect to defer all or any portion of the Eligible Employees
Eligible Compensation payable for the services performed following the time
that such election is filed and designate the time and form of payment of the
amount of deferred Compensation to which the Initial Election relates.
2.20. New Eligible
Employee means an employee of the Company who becomes an Eligible Employee
on or after January 1, 2007.
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2.21. Outside Date
has the meaning set forth in Section 3.5.
2.22. Participant
means each individual who has made an Initial Election, and who has an
undistributed amount credited to an Account under the Plan, including an Active
Participant, a Deceased Participant, a Disabled Participant and an Inactive
Participant.
2.23. Performance-Based
Compensation means performance-based
compensation within the meaning of Section 409A.
2.24. Performance
Period means a period
of at least 12 months during which a Participant may earn Performance-Based
Compensation.
2.25. Person
means an individual, a corporation, a limited liability company, a partnership,
an association, a trust or any other entity or organization.
2.26. Plan
means the Liberty Media Corporation 2006 Deferred Compensation Plan, as set
forth herein, and as may be amended from time to time.
2.27. Plan
Year means the calendar year.
2.28. Section
409A means Section 409A of the Code and any Treasury Regulations
promulgated under, or other administrative guidance issued with respect to,
such Code section.
2.29. Separation
from Service means the termination of a Participants employment with the
Company within the meaning of Section 409A.
2.30. Subsequent
Election means a written election on a form provided by the Company, filed
with the Company in accordance with Article 3, pursuant to which a Participant
or Beneficiary may elect to defer (or, in limited cases, to the extent
permitted under Section 409A, accelerate) the time of payment of amounts
previously deferred in accordance with the terms of a previously made Initial
Election or Subsequent Election.
2.31. Surviving
Spouse means the widow or widower, as the case may be, of a Deceased
Participant or a deceased Beneficiary (as applicable).
3. INITIAL
AND SUBSEQUENT ELECTIONS TO DEFER COMPENSATION
3.1. Elections.
3.1.1. Initial
Elections. Each Eligible Employee, by filing an Initial
Election at the time and in the form described in this Article 3, shall have
the right to defer all or any portion of the Eligible Compensation that he or
she otherwise would be entitled to receive for services performed during the
Plan Year following the year in which the election is made (or, with respect to
a New Eligible Employee, during the Plan Year in which the election is made but
only as to Eligible Compensation paid for services performed after the filing
of such election), in each case net of applicable withholdings. The Compensation of such Eligible Employee for a Plan Year shall be
reduced in an amount equal to the portion of the Eligible Compensation deferred
by such Eligible Employee for such Plan
Year pursuant to the Eligible Employees
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Initial
Election. Such reduction shall be
effected (a) as to any portion of the Eligible Employees base salary so
deferred, on a pro-rata basis from each periodic installment payment of the
Eligible Employees base salary during the Plan Year (in accordance with the
general pay practices of the Companies), and (b) as to any portion of the
Eligible Employees bonus so deferred, from such bonus as and when otherwise
payable. The amount of any such
reduction shall be credited to the Eligible Employees Account in accordance
with Section 5.1.
3.1.2. Subsequent
Elections. Each Participant or
Beneficiary shall have the right to elect to defer the time of payment of
amounts previously deferred in accordance with the terms of a previously made
Initial Election pursuant to the terms of the Plan by filing a Subsequent
Election at the time, to the extent, subject to the requirements and in the form
described in this Article 3.
3.2. Filing of Initial Election: General. An Initial Election shall be made on the form
attached as Exhibit A to this Plan or such other form as may be approved by the
Committee for this purpose. Except as
provided in Section 3.3, no such Initial Election shall be effective with
respect to Compensation other than Performance-Based Compensation unless it is
filed with the Company on or before the close of business on December 31 of the
Plan Year preceding the Plan Year to which the Initial Election applies. An Initial Election described in the
preceding sentence shall become irrevocable on December 31 of the Plan Year
preceding the Plan Year to which the Initial Election applies. No such Initial Election shall be effective with
respect to Performance-Based Compensation unless it is filed with the Company
not less than six months before the end of the Performance Period during which
such Performance-Based Compensation may be earned. An Initial Election
described in the preceding sentence shall become irrevocable on the last day
prior to the start of the six-month period referred to in such sentence.
3.3. Filing of Initial Election by New
Eligible Employees. Notwithstanding
Section 3.2, a New Eligible Employee may elect to defer all or any portion of
his or her Eligible Compensation earned for the performance of services in the
Plan Year in which the New Eligible Employee becomes a New Eligible Employee,
beginning with the payroll period next following the filing of an Initial
Election with the Company and before the close of such Plan Year by making and
filing the Initial Election with the Company within 30 days of the date on
which such New Initial Employee becomes a New Eligible Employee. Any Initial Election by such New Eligible
Employee for succeeding Plan Years shall be made in accordance with and Section
3.2.
3.4. Plan Years to which Initial Election
May Apply. A separate Initial
Election may be made for each Plan Year as to which an Eligible Employee desires to defer all or any
portion of such Eligible Employees Eligible Compensation, or an Eligible
Employee may make an Initial Election with respect to a Plan Year that will
remain in effect for subsequent Plan Years unless the Eligible Employee revokes
such Initial Election or timely makes a new Initial Election with respect to a
subsequent Plan Year. Any revocation of
an Initial Election must be in writing and must be filed with the Company on or
before December 31 of the Plan Year immediately preceding the Plan Year to
which such revocation applies. The
failure of an Eligible Employee to make an Initial Election for any Plan Year
shall not affect such Eligible Employees right to make an Initial Election for
any other Plan Year.
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3.5. Initial Election of Distribution
Events. Each Eligible Employee shall, contemporaneously
with an Initial Election, also elect the time of payment of the amount of the
deferred Compensation to which such Initial Election relates. Subject to the terms and conditions of the
Plan and Section 409A, the distribution event elected by each Eligible Employee may be (a) up to three
specific dates selected by the Eligible Employee, none of which occurs later
than December 31 of the 30th calendar year following the Plan Year to which the
Initial Election applies (the Outside Date), (b) the earlier to occur of the
Outside Date or the Eligible Employees Separation from Service or (c) such
other distribution event permitted under Section 409A as the Committee may
approve. If an Eligible Employee fails
to elect a distribution event in accordance with the provisions of this Section
3.5, he or she shall be deemed to have elected the earlier to occur of the
Outside Date or the Eligible Employees Separation from Service as the
distribution event.
3.6. Subsequent Elections and Elections to
Accelerate Payment on Death or Disability.
Any Subsequent Election with respect to deferred amounts may be made
only in accordance with the provisions of this Section 3.6. No Subsequent Election shall be effective until 12 months after the
date on which such Subsequent Election is made.
Any Subsequent Election must defer the time of payment of such amount
for a minimum of five additional years from the previously elected payment date
and may not cause receipt by a Participant or Beneficiary of a lump-sum or
percentage payment or the commencement of installment payments to a Participant
or Beneficiary, as applicable, to occur on a date that is later than the
Outside Date.
3.6.1. Active
Participants. The number of
Subsequent Elections that an Active Participant may make under this Section
3.6.1 shall not be limited.
3.6.2. Inactive
Participants. The Committee may, in
its sole and absolute discretion, permit an Inactive Participant to make one or
more Subsequent Elections. The number of
Subsequent Elections that an Inactive Participant may make under this Section
3.6.2 shall be determined by the Committee in its sole and absolute discretion
and need not be the same for all Inactive Participants.
3.6.3. Beneficiaries. To the extent permitted under Section 409A, a
Beneficiary of a Deceased Participant may elect to accelerate the time of
payment of the Deceased Participants Account from the date payment would
otherwise be made. A Deceased
Participants Beneficiary to whom the right to payment under the Plan shall
have passed may make a Subsequent Election to defer the time of payment of all
or any portion of the Deceased Participants Account. Such Beneficiary shall be entitled to one and
only one Subsequent Election pursuant to this Section 3.6.3 with respect to a
Participants Account but shall otherwise be treated as the Participant for all
other purposes of the Plan.
3.6.4. Disabled
Participant. To the extent permitted
under Section 409A, a Disabled Participant may elect to accelerate the time of
payment of the Disabled Participants Account from the date payment would
otherwise be made. The Committee may, in
its sole and absolute discretion, permit a Disabled Participant to make a
Subsequent Election to defer the time of payment of all or any portion of such
Participants Account. The number of
Subsequent Elections that a Disabled Participant may make under this Section
3.6.4 shall be determined by
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the Committee
in its sole and absolute discretion and need not be the same for all Disabled
Participants.
3.6.5. Most
Recently Filed Initial Election or Subsequent Election Controlling. Subject to acceleration pursuant to Section
3.6.3, Section 3.6.4, Section 3.7, Section 7.1,or Article 8 (each to
the extent permitted under Section 409A), no distribution of the amounts
deferred by a Participant for any Plan Year shall be made before the
distribution event designated by the Participant or Beneficiary on the most
recently filed Initial Election or Subsequent Election with respect to such
deferred amount.
3.7. Payment Following Occurrence of
Distribution Event. Following the
occurrence of a distribution event designated by a Participant or Beneficiary
pursuant to an Initial Election or Subsequent Election made in accordance with
this Plan, and subject to any required suspension or delay under Section 3.9 or
Section 3.10, the Company shall make a lump-sum or percentage payment or
commence making installment payments, as applicable, of any amount to which
such election applies on the 60th day following the date of such distribution
event (or, if such day is not a business day, on the next succeeding business
day) or on any later date on or before the last day of the calendar year in
which such distribution event occurs (or, if later, upon the 15th day of the third month following the date on
which such distribution event occurs).
3.8. Discretion to Distribution in Full
Upon or Following a Change of Control.
To the extent permitted under Section 409A, in connection with a Change
of Control, and for the 12-month period following a Change of Control, the
Committee may exercise its discretion to terminate the Plan and,
notwithstanding any other provision of the Plan or the terms of any Initial
Election or Subsequent Election, distribute the Account balance of each
Participant in full and thereby effect the revocation of any outstanding
Initial Elections or Subsequent Elections.
3.9. Required Suspension of Payment of
Benefits. Notwithstanding any
provision of the Plan or any Participants election as to the date or time of
payment of any amount payable under the Plan, to the extent required under
Section 409A, any amount that otherwise would be payable to a Participant who
is a specified employee of the Company, as determined in accordance with
Section 409A, during the six-month period following such Participants
Separation from Service, shall be suspended until the lapse of such six-month
period (or, if earlier, the date of death of the Participant). The amount that otherwise would be payable to
such Participant during such period of suspension, together with interest on
such suspended amount credited pursuant to the rules of the Plan, shall be paid
in a single payment on the day following the end of such six-month period (or,
if such day is not a business day, on the next succeeding business day) or
within 30 days following the death of the Participant during such six-month
period, provided that the death of the Participant during such six-month period
shall not cause the acceleration of any amount that otherwise would be payable
on any date during such six-month period following the date of the Participants
death.
3.10. Delay of Payment Under
Certain Circumstances.
Notwithstanding any provision of the Plan or any Participants election
as to the date or time of payment of any benefit payable under the Plan, if the
Company reasonably determines with respect to any payment under the Plan:
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3.10.1. that the
Companys deduction for such payment would be limited or eliminated by the
application of Section 162(m) of the Code, such payment shall be delayed until
the earliest date on which the Company reasonably anticipates that the Companys
deduction for such payment would not be so limited or eliminated or the
calendar year of the Participants Separation from Service; or
3.10.2. that the
making of such payment would violate (i) the terms of any loan arrangement or
similar contract to which the Company is a party and such violation would cause
material harm to the Company or (ii) Federal securities law or any other law
applicable to the Company, such payment shall be delayed until the earliest
date the Company reasonably anticipates that the making of the payment will not
cause such violation (or, in the case of (i) above, such violation will not
cause material harm to the Company).
4. FORMS
OF DISTRIBUTION
4.1. Forms of Distribution.
4.1.1. Amounts
credited to an Account shall be distributed, pursuant to an Initial Election or
Subsequent Election, in one of the following forms of distribution:
4.1.1.1. A lump-sum payment;
4.1.1.2. Substantially equal
annual installments over a period of two, three, four or five years; or
4.1.1.3. Payment of two or
three specified portions, identified as percentages collectively totaling 100%,
of the amount of Compensation deferred for a Plan Year.
If an Eligible
Employee fails to elect a form of distribution in accordance with the
provisions of this Section 4.1, he or she shall be deemed to have elected to
receive a lump-sum payment as the form of distribution.
4.1.2. To the extent
permitted under Section 409A, notwithstanding any Initial Election, Subsequent
Election or any other provision of the Plan to the contrary:
4.1.2.1. distributions shall be
made in the form of a lump-sum payment unless the portion of a Participants
Account subject to distribution pursuant to Section 4.1.1.2, as of the benefit
commencement date, is more than $10,000; and
4.1.2.2. following a
Participants Separation from Service for any reason, if the amount credited to
the Participants Account is $10,000 or less, the Committee may, in its sole
discretion, direct that such amount be distributed to the Participant (or
Beneficiary, as applicable) in one lump-sum payment, provided that the payment
is made on or before the later of (i) December 31 of the calendar year in which
the Participants Separation from Service occurs or (ii) the 15th day of the third month after the Participants
Separation from Service.
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4.2. Determination of Account Balances For
Purposes of Distribution. The amount
of any distribution made pursuant to Section 4.1 shall be based on the balance
in the Participants Account on the date of distribution and the applicable
distribution period. For this purpose,
the value of a Participants Account shall be calculated by crediting interest
at the Applicable Interest Rate through the end of the day immediately
preceding the date of distribution.
4.3. Plan-to-Plan
Transfers. The
Committee may delegate its authority to arrange for plan-to-plan transfers as
described in this Section 4.3 to an officer of the Company or committee of two
or more officers of the Company.
4.3.1.1. The Committee may,
with a Participants consent, make such arrangements as it may deem appropriate
to transfer the Companys obligation to pay benefits with respect to such
Participant which have not become payable under this Plan, to another employer,
whether through a deferred compensation plan, program or arrangement sponsored
by such other employer or otherwise, or to another deferred compensation plan,
program or arrangement sponsored by the Company or an Affiliate. Following the completion of such transfer,
with respect to the benefit transferred, the Participant shall have no further
right to payment under this Plan.
4.3.1.2. The Committee may,
with a Participants consent, make such arrangements as it may deem appropriate
to assume another employers obligation to pay benefits with respect to such
Participant which have not become payable under the deferred compensation plan,
program or arrangement under which such future right to payment arose, to the
Plan, or to assume a future payment obligation of the Company or an Affiliate
under another plan, program or arrangement sponsored by the Company or an
Affiliate. Upon the completion of the
Plans assumption of such payment obligation, the Company shall establish an
Account for such Participant, and the Account shall be subject to the rules of
this Plan, as in effect from time to time.
5. BOOK
ACCOUNTS
5.1. Deferred Compensation Account. A deferred Compensation Account shall be
established for each Eligible Employee
when such Eligible Employee becomes a
Participant. Eligible Compensation
deferred pursuant to the Plan shall be credited to the Account on the date such
Compensation would otherwise have been payable to the Participant. Interest shall be credited to the Account as
provided in Section 5.2.
5.2. Crediting of Interest to Accounts. Each Participants Account shall be credited
with interest at the Applicable Interest Rate. Such interest shall be calculated with respect
to Eligible Compensation deferred by such Participant in accordance with this
Plan from the date such Compensation would otherwise have been payable to the
Participant through the end of the day immediately preceding the date on which
such deferred Compensation is payable to such Participant (or his or her
Beneficiary) in accordance with this Plan.
5.3. Status of Deferred Amounts. All Compensation deferred under this Plan
shall continue for all purposes to be a part of the general funds of the
Company.
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5.4. Participants Status as General
Creditors. An Account shall at all
times represent the general obligation of the Company. Each Participant shall be a general creditor
of the Company with respect to this obligation and shall not have a secured or
preferred position with respect to his or her Account. Nothing contained herein shall be deemed to
create an escrow, trust, custodial account or fiduciary relationship of any
kind. Nothing contained herein shall be
construed to eliminate any priority or preferred position of a Participant in a
bankruptcy matter with respect to claims for wages.
6. NO
ALIENATION OF BENEFITS
Except as otherwise required by law, the
right of any Participant or Beneficiary to any benefit or interest under any of
the provisions of the Plan shall not be subject to encumbrance, attachment,
execution, garnishment, assignment, pledge, alienation, sale, transfer or
anticipation, either by the voluntary or involuntary act of any Participant or
Beneficiary or by operation of law, nor shall such payment, right or interest
be subject to any other legal or equitable process.
7. DEATH
OF PARTICIPANT
7.1. Death of Participant. A Deceased Participants Account shall be
distributed in accordance with the last Initial Election or Subsequent Election
made by the Deceased Participant before the Deceased Participants death,
unless the Deceased Participants Beneficiary to whom the right to payment
under the Plan shall have passed timely elects to accelerate or defer the time
of payment pursuant to Section 3.6.3.
7.2. Designation of Beneficiaries. Each Participant and Beneficiary shall have
the right to designate one or more Beneficiaries to receive distributions in
the event of the Participants or Beneficiarys death by filing with the
Company a Beneficiary designation on the form provided by the Company for such
purpose. The designation of Beneficiary
or Beneficiaries may be changed by a Participant or Beneficiary at any time
prior to such Participants or Beneficiarys death by the delivery to the
Company of a new Beneficiary designation form.
8. HARDSHIP
AND OTHER ACCELERATION EVENTS
8.1. Hardship. Notwithstanding the terms of an Initial
Election or Subsequent Election, if, at the Participants request, the
Committee determines that the Participant has incurred a Hardship, the
Committee may, in its discretion and to the extent permitted under Section
409A, authorize the immediate distribution of all or any portion of the
Participants Account.
8.2. Other
Acceleration Events. To the extent
permitted under Section 409A, notwithstanding the terms of an Initial Election
or Subsequent Election, distribution of all or part of a Participants Account
may be made:
8.2.1. To the extent
necessary to fulfill a domestic relations order (as defined in section
414(p)(1)(B) of the Code).
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8.2.2. To the extent
necessary to comply with a certificate of divestiture (as defined in section
1043(b)(2) of the Code).
8.2.3. To pay the
Federal Insurance Contribution Act (FICA) tax imposed under sections 3101 and
3121(v)(2) of the Code on Compensation deferred under the Plan (the FICA
Amount) plus the income tax at source on wages imposed under section 3401 of
the Code with respect to the FICA Amount, and to pay the additional income tax
at source on wages attributable to the pyramiding section 3401 wages and taxes,
provided that the total amount distributable under this Section 8.2.3 shall not
exceed the sum of the FICA Amount and the income tax withholding related to
such FICA Amount.
9. INTERPRETATION
9.1. Authority of Committee. The Committee shall have full and exclusive
authority to construe, interpret and administer this Plan and the Committees
construction and interpretation thereof shall be binding and conclusive on all
persons for all purposes.
9.2. Claims Procedure. If an individual (hereinafter referred to as
the Applicant, which reference shall include the legal representative, if
any, of the individual) does not receive timely payment of benefits to which
the Applicant believes he or she is entitled under the Plan, the Applicant may
make a claim for benefits in the manner hereinafter provided.
An Applicant
may file a claim for benefits with the Committee on a form supplied by the
Company. If the Committee wholly or
partially denies a claim, the Committee shall provide the Applicant with a
written notice stating:
9.2.1. The specific
reason or reasons for the denial;
9.2.2. Specific
reference to pertinent Plan provisions on which the denial is based;
9.2.3. A description
of any additional material or information necessary for the Applicant to
perfect the claim and an explanation of why such material or information is
necessary; and
9.2.4. Appropriate
information as to the steps to be taken in order to submit a claim for review.
Written notice of a denial of a claim shall be
provided within 60 days of the receipt of the claim, provided that if special
circumstances require an extension of time for processing the claim, the
Committee may notify the Applicant in writing that an additional period of up
to 60 days will be required to process the claim.
If the
Applicants claim is denied, the Applicant shall have 60 days from the date of
receipt of written notice of the denial of the claim to request a review of the
denial of the claim by the Committee.
Request for review of the denial of a claim must be submitted in
writing. The Applicant shall have the
right to review pertinent documents and submit issues and comments to the
Committee in writing. The Committee
shall provide a written decision within
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60 days of its receipt of the Applicants request for review, provided
that if special circumstances require an extension of time for processing the
review of the Applicants claim, the Committee may notify the Applicant in
writing that an additional period of up to 60 days shall be required to process
the Applicants request for review.
It is intended
that the claims procedures of this Plan be administered in accordance with the
claims procedure regulations of the Department of Labor set forth in 29 CFR §
2560.503-1.
Claims for
benefits under the Plan must be filed with the Committee at the following
address:
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado
80112
Attn: General Counsel
10. AMENDMENT
OR TERMINATION
10.1. Amendment
or Termination. Except as otherwise
provided by Section 10.2, the Company, by action of the Committee, reserves the
right at any time, or from time to time, to amend or modify this Plan,
including amendments for the purpose of complying with Section 409A. The Company, by action of the Board, reserves
the right at any time to terminate this Plan.
10.2. Amendment
of Rate of Credited Earnings. No
amendment shall decrease the Applicable Interest Rate with respect to the
portion of a Participants Account that is attributable to an Initial Election
or Subsequent Election made with respect to Eligible Compensation earned in a
Plan Year which election has become irrevocable before the date of adoption of
such amendment by the Committee. For
purposes of this Section 10.2, a Subsequent Election to defer the payment of
part or all of an Account for an additional period after a previously-elected
payment date (as described in Section 3.6) shall be treated as a Subsequent
Election separate from any previous Initial Election or Subsequent Election
with respect to such Account.
11. WITHHOLDING
OF TAXES
Whenever
the Company is required to credit deferred Compensation to the Account of a
Participant, the Participating Company shall have the right to require the
Participant to remit to the Participating Company an amount sufficient to
satisfy any federal, state and local withholding tax requirements prior to the
date on which the deferred Compensation shall be deemed credited to the Account
of the Participant, or take any action whatever that it deems necessary to
protect its interests with respect to tax liabilities. The Companys obligation to credit deferred
Compensation to an Account shall be conditioned on the Participants compliance,
to the Companys satisfaction, with any withholding requirement. To the maximum extent possible, the
Participating Company shall satisfy all applicable withholding tax requirements
by withholding tax from other Compensation payable by the Company to the
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Participant, or by the Participants delivery of cash
to the Company in an amount equal to the applicable withholding tax.
12. MISCELLANEOUS
PROVISIONS
12.1. No
Right to Continued Employment.
Nothing contained herein shall be construed as conferring upon any
Participant the right to remain in the employment of the Company as an
executive or in any other capacity.
12.2. Expenses
of Plan. All expenses of the Plan
shall be paid by the Company.
12.3. Gender
and Number. Whenever any words are
used herein in any specific gender, they shall be construed as though they were
also used in any other applicable gender.
The singular form, whenever used herein, shall mean or include the
plural form, and vice versa, as the context may require.
12.4. Law
Governing Construction. The
construction and administration of the Plan and all questions pertaining
thereto, shall be governed by the Employee Retirement Income Security Act of
1974, as amended (ERISA), and other applicable federal law and, to the extent
not governed by federal law, by the internal laws of the State of Colorado.
12.5. Headings
Not a Part Hereof. Any headings
preceding the text of the several Articles, Sections, subsections, or
paragraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of the Plan, nor shall they affect its meaning,
construction, or effect.
12.6. Severability
of Provisions. If any provision of
this Plan is determined to be void by any court of competent jurisdiction, the
Plan shall continue to operate and, for the purposes of the jurisdiction of
that court only, shall be deemed not to include the provision determined to be
void.
12.7. Compliance
with Section 409A. This Plan is
intended to comply in all respects with Section 409A and at all times shall be
interpreted and operated in compliance therewith.
13. EFFECTIVE
DATE
The effective date of the
Plan shall be December 8, 2006.
IN WITNESS WHEREOF, LIBERTY MEDIA CORPORATION has caused this Plan to
be executed by its duly authorized officer as of the 29th day of December, 2006.
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LIBERTY MEDIA CORPORATION
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By:
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/s/ Charles Y. Tanabe
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Charles Y. Tanabe
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Senior Vice President
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