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EXHIBIT 10.21
LIBERTY MEDIA CORPORATION
2002 NONEMPLOYEE DIRECTOR INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AGREEMENT
THIS STOCK
APPRECIATION RIGHTS AGREEMENT ("Agreement") is made as of June
1, 2004 (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 2002 Nonemployee
Director Incentive Plan (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 Nonemployee Directors of the
Company. Capitalized terms used and not
otherwise defined herein will have the
meaning given to them in the Plan.
Pursuant to the
Plan, the Board 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 as a Nonemployee Director 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 $11.00.
"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.
"Close of
Business" means, on any day, 5:00 p.m., Denver, Colorado time.
"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.
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"Required
Withholding Amount" has the meaning specified in Section 5 of
this Agreement.
"Term" has the
meaning specified in Section 2 of this Agreement.
"Vesting
Anniversary Date" means June 1, 2004.
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
June 1, 2014 (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 Board 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 on or after
June 1, 2005. Notwithstanding the
foregoing, all L SARs will become exercisable
on the date of the Grantee's termination of
service as a Nonemployee Director if
(i) the Grantee's service as a Nonemployee
Director terminates by reason of
Disability or (ii) the Grantee dies while
serving as a Nonemployee Director.
(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 Board 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 Board 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 Board may require, containing such
representations and warranties as the Board
may require and designating, among
other things, the date of exercise and the
number of L SARs to be exercised; and
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(b) Any other
documentation that the Board may reasonably require.
5. WITHHOLDING
FOR TAXES. The Grantee acknowledges and agrees that the
Company will deduct from the cash or shares
of L Stock otherwise payable or
deliverable upon exercise of any L SARs an
amount of cash, a number of shares of
L Stock (valued at their Fair Market Value
on the date of exercise) or a
combination of the foregoing that is equal
to the amount, if any, 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. PAYMENT OR
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 cash,
shares of L Stock (valued at their Fair
Market Value on the date of exercise)
or a combination of the foregoing, as
determined by the Board.
Notwithstanding the foregoing, unless the
Board otherwise determines, the
consideration will consist of cash in the
amount equal to the Required
Withholding Amount, if any (which amount
will be withheld from the total
amount payable to the Grantee), and the
balance will be delivered to the
Grantee in the form of shares of L
Stock.
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 Board
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 service as a Nonemployee
Director terminates other than (i) by the
Company for cause or (ii) by reason of
death or 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 service. For purposes of this
Section 7, "cause" will have the meaning
specified in Section 11.2(b) of the
Plan.
(b) If the
Grantee dies while serving as a Nonemployee Director, or prior
to the expiration of a period of time
following termination of the Grantee's
service 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.
(c) Subject to
Section 7(b), if the Grantee's service as a Nonemployee
Director terminates by reason of
Disability, then the L SARs will terminate at
the Close of Business on the
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first Business Day following the expiration
of the one-year period which began
on the date of ter
