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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

Employee Retention Agreement

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT | Document Parties: Liberty Media Corporation | Liberty Media LLC You are currently viewing:
This Employee Retention Agreement involves

Liberty Media Corporation | Liberty Media LLC

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Title: FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Governing Law: Colorado     Date: 2/27/2009
Industry: Advertising     Sector: Services

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT, Parties: liberty media corporation , liberty media llc
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Exhibit 10.14

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

        This Fourth Amendment to Employment Agreement (this "Amendment") is entered into on December 19, 2008, to become effective on January 1, 2009, by and between Liberty Media LLC (formerly, Liberty Media Corporation), a Delaware limited liability company (the "Company"), and John C. Malone ("Executive").


Recitals

        Tele-Communications, Inc. ("TCI") and Executive entered into an Employment Agreement dated January 1, 1982, which was amended on January 1, 1983 and December 30, 1986 (as so amended, the "Existing Agreement"). TCI and Executive thereafter entered into a Restated and Amended Employment Agreement dated as of November 1, 1992 (the "Restated Agreement"). The Restated Agreement provides that certain provisions contained in the Existing Agreement (relating to determination and payment of compensation deferred by Executive through the end of 1992) remain in effect notwithstanding execution of the Restated Agreement. As of March 9, 1999, the Company assumed the Restated Agreement. The Restated Agreement was amended on March 9, 1999, January 1, 2003 and March 29, 2007. The Restated Agreement, as so amended, is referred to in this Amendment as the "Employment Agreement."

        The Company and Executive desire to further amend the Employment Agreement as set forth herein.


Agreement

        In consideration of the mutual covenants contained in this Amendment, and intending to be legally bound, the parties agree as follows:

        1.      Compensation Payable to Executive .     Section 4 of the Employment Agreement is hereby amended by the addition of a new subsection (f), as follows:

        "(f)  Notwithstanding any of the preceding provisions of Section 4 of this Employment Agreement or any provision of Section 4 of the Existing Agreement to the contrary, the following shall apply to the payment of compensation deferred pursuant to either of such sections:

        (i)    The Company and Executive agree that the "total deferred amount" described in Section 4(c) of this Employment Agreement equals $2,401,272.85 (the "8% Deferred Amount") as of February 1, 2009, which shall be treated as the "Determination Date" referred to in Sections 4(b) and (c) above for purposes of paying the 8% Deferred Amount. The 8% Deferred Amount shall be paid to Executive in a series of 240 consecutive equal monthly installments of $20,085.21 (reduced by any required tax withholding) on the first day of each calendar month from February 2009 to January 2029, inclusive, such installment payments representing level amortization of the Company's obligation to pay the 8% Deferred Amount over such 240-month period, with interest thereon at the rate of 8% per annum, compounded annually, from the Determination Date. For purposes of section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), each monthly installment of the 8% Deferred Amount shall be treated as a separate payment. If Executive dies prior to the payment of all 240 monthly installments of the 8% Deferred Amount, the unamortized principal balance of the 8% Deferred Amount as of the date of Executive's death (reduced by any required tax withholding) shall be paid in a lump sum, within 30 days following the date of Executive's death, to Executive's designated beneficiary or beneficiaries as defined in Section 4(d) of this Employment Agreement. The provisions of Section 4(e) of this Employment Agreement shall apply with respect to amounts payable under this Section 4(f)(i). The payments pursuant to this Section 4(f)(i) are in complete satisfaction of the Company's obligation to pay deferred compensation to Executive pursuant to the preceding provisions of Section 4 of this Employment Agreement, other than the Company's


obligation to pay deferred compensation to Executive pursuant to the provisions of Section 4 of the Existing Agreement.

        (ii)   The Company and Executive agree that the "total deferred amount" described in the second and third paragraphs of Section 4 of the Existing Agreement equals $ 20,213,484.21 (the "13% Deferred Amount") as of February 1, 2009, which shall be treated as the commencement date for payment under Section 4 of the Existing Agreement (the "Commencement Date") for purposes of paying the 13% Deferred Amount. The 13% Deferred Amount shall be paid to Executive in a series of 240 consecutive equal monthly installments of $236,816.27 (reduced by any required tax withholding) on the first day of each calendar month from February 2009 to January 2029, inclusive, such installment payments representing level amortization of the Company's obligation to pay the 13% Deferred Amount over the 20-year period from February 2009 to January 2029, with interest thereon at the rate of 13% per annum, compounded annually, from the Commencement Date. For purposes of Code Section 409A, each monthly installment of the 13% Deferred Amount shall be treated as a separate payment. If Executive dies prior to the payment of all 240 monthly installments of the 13% Deferred Amount, the unamortized principal balance of the 13% Deferred Amount as of the date of Executive's death (reduced by any required tax withholding) shall be paid in a lump sum, within 30 days following the date of Executive's death, to Executive's designated beneficiary or beneficiaries as defined in the fourth paragraph of Section 4 of the Existing Agreement. The provisions of the fifth paragraph of Section 4 of the Existing Agreement shall apply with respect to amounts payable under this Section 4(f)(ii). The payments pursuant to this Section 4(f)(ii) are in complete satisfaction of the Company's obligation to pay deferred compensation to Executive pursuant to the provisions of Section 4 of the Existing Agreement.

        (iii)  The Company and Executive intend that the payment provisions of Sections 4


 
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