LIBERTY MEDIA CORPORATION 2006 DEFERRED COMPENSATION PLANEmployee Benefits Plan Agreement |
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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 Participant’s or Beneficiary’s 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 Participant’s Beneficiary shall be the Participant’s Surviving Spouse if the Participant has a Surviving Spouse and otherwise the Participant’s estate, and the Beneficiary of a Beneficiary shall be the Beneficiary’s Surviving Spouse if the Beneficiary has a Surviving Spouse and otherwise the Beneficiary’s 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 Employee’s 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 individual’s 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 individual’s 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 Employee’s 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 Participant’s 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 Participant’s 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 Participant’s 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 Participant’s other assets (including assets of the Participant’s 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 Participant’s 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 Participant’s 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 Committee’s 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 Participant’s circumstances that the Committee requires. The determination as to whether the Participant’s 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 Employee’s 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 Participant’s 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 Employee’s
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Initial Election. Such reduction shall be effected (a) as to any portion of the Eligible Employee’s base salary so deferred, on a pro-rata basis from each periodic installment payment of the Eligible Employee’s 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 Employee’s bonus so deferred, from such bonus as and when otherwise payable. The amount of any such reduction shall be credited to the Eligible Employee’s 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 Employee’s 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 Employee’s right to make an Initial Election for any other Plan Year.
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