Exhibit 10.160
AMENDMENT TO
DEFERRED COMPENSATION
AGREEMENT
WITH
RONALD A. DUNCAN
This Amendment
to the Deferred Compensation Agreement is made this 31st day of
December, 2008, by and among General Communication, Inc.
(“GCI”), GCI Communication Corp. (the
“Employer”) and Ronald A. Duncan
(“Duncan”).
WHEREAS, GCI
and Duncan entered into a Deferred Compensation Agreement (the
“Agreement”) on August 13, 1993;
WHEREAS, the
Employer assumed the obligations of GCI under the Agreement in
1997;
WHEREAS,
pursuant to the Agreement, Duncan’s deferred compensation
account under the Agreement was credited with certain specified
amounts for each year from 1993 through 1997, totaling
$625,000;
WHEREAS, GCI
and Duncan agreed that earnings on the amount credited to
Duncan’s deferred compensation account under the Agreement
would be credited as if the deferred compensation account was
invested entirely in Class A common stock of GCI;
WHEREAS, the
parties desire to (a) amend the Agreement to comply with Section
409A of the Internal Revenue Code of 1986, as amended and the final
regulations issued thereunder (“Section 409A”); and (b)
take advantage of the transition rules provided under Section 409A
to make a payment in full of all amounts credited to Duncan under
the Agreement on February 8, 2009;
NOW THEREFORE,
the parties agree as follows:
1. Notwithstanding
any other provision of the Agreement, Duncan’s entire
deferred compensation account under the Agreement, including any
earnings credited t
