Executive Employment Agreement, effective as of July 1, 2020, between GCI Communication Corp. and Ronald A. Duncan

1.Employment Period; Positions.  

1.1Employment Period; Employment Position.  Executive’s employment under the terms and conditions specified in this Agreement will be for an initial term beginning on the Effective Date and ending at the close of business on January 5, 2023 or such earlier date upon which Executive ceases to be employed by the Company (the “Term”), subject to Executive’s and the Company’s right to terminate Executive’s employment at any time.  Executive will be employed during the Term in the position of Chief Executive Officer of the Company (the “Position”) on the terms and conditions set forth in this Agreement.  Notwithstanding anything in this Agreement to the contrary, Executive remains an “employee at will,” and Executive’s employment by the Company is subject to termination by Executive or the Company at any time, with or without notice or Cause, and for any reason or no reason.

1.2Board Position.  Executive is a member of the Board of Directors (the “Board”) of GCI Liberty, Inc. (“GLIB”) as of the Effective Date.  GLIB will nominate and recommend to the stockholders of GLIB that Executive be elected to the Board whenever Executive is scheduled to stand or stands for reelection to the Board at any of GLIB’s annual stockholder meetings held prior to the earlier of the end of the Term and December 31, 2022 if a Fundamental Transaction (as defined in Section 4.1.1 below) has not then been agreed to or occurred and GLIB is then a public company.   Executive will promptly resign from the Board upon the earliest to occur of any of the following:  (a) the termination of Executive’s employment by the Company for any reason or voluntarily by Executive for any reason, (b) a request by GLIB that Executive resign that is made in connection with GLIB ceasing to be a publicly traded company; provided, that following such event and if a Fundamental Transaction has not then occurred, Executive may continue to attend board meetings of a Successor Entity (as defined below in Section 3.4) as an observer until the earlier of the end of the Term and December 31, 2022, or (c) a request by GLIB that Executive resign that is made in connection with a Fundamental Transaction that has been agreed to or occurred.

2.Duties.  Executive will perform those duties for the Company that are consistent with the Position and that are assigned to Executive from time to time by the Company.  Executive will report to the Chief Executive Officer of GLIB or a Successor Entity, and will devote Executive’s entire productive business time, attention and energies to the performance of Executive’s duties to the Company.  Executive will abide by all rules, codes of conduct, regulations and policies applicable to employees and senior executives of the Company as may be in effect from time to time, including applicable policies of GLIB or a Successor Entity (collectively, “Business Conduct Policies”).  Executive’s services will be provided from the offices of the Company in Alaska or from such other locations(s) as may be specified by the Company from time to time, and subject to travel for business as required by the Company.  Notwithstanding anything to the contrary in this Agreement, Executive may (i) participate in civic and charitable activities, (ii) manage personal and family investments, and (iii) serve on the Advisory Board of Duncan Aviation, in each case as long as such activities do not affect Executive’s ability to carry out Executive’s services under this Agreement.

3.Compensation.  Executive’s compensation while employed by the Company will consist of the compensation set forth in this Section 3, which compensation covers Executive’s services to the Company and its affiliated entities that control, are controlled by, or are under common control with, the Company (collectively, the “Affiliates”), subject in each case to deduction or withholding by the Company of any amounts that it may be required to deduct or withhold pursuant to any federal, state or local laws, rules or regulations (“Required Withholding”).

3.1Base Salary/Total Target Cash Compensation.  A base salary at an annualized rate of Nine Hundred Ninety Thousand Dollars ($990,000.00), payable in accordance with the Company’s payroll practice as in effect from time to time (as adjusted from time to time at the discretion of the Committee with input from the Chief Executive Officer of GLIB or a Successor Entity, the “Base Salary”).  References herein to the “Committee” mean, as applicable, the compensation committee of the Board or the compensation committee of the board of directors of a Successor Entity.   Executive’s Base Salary for a given calendar year, together with Executive’s Annual Target Cash IC Amount for such year (as defined in Section 3.2 below) is referred to herein as Executive’s “Total Target Cash Compensation” for such year.  In addition, promptly following the execution of this Agreement, the Company will make a one-time payment to Executive in the amount of One Million Eight Hundred Ninety Seven Thousand Two Hundred Ninety Dollars ($1,897,290.00).

3.2Annual Target Cash Incentive Compensation Program.  Subject to earlier termination of the Term, for each of calendar years 2020, 2021 and 2022, Executive will be eligible to participate in the Company’s discretionary annual target cash incentive compensation program (the “Target Cash IC Program”).  Pursuant to such program, for each applicable year as described in the preceding sentence, Executive will be eligible to receive an annual target cash amount equal to One Million Two Hundred Fifty Two Thousand Seven Hundred Forty-One Dollars ($1,252,741.00) (the “Annual Target Cash IC Amount”).  The annual performance metrics and the overall design of the Target Cash IC Program (which may include negative discretion criteria and an EBITDA growth target) will be established on an annual basis; provided that 20% of the Annual Target Cash IC Amount will be subject to achievement of an EBITDA growth target established on an annual basis by the Committee.  Any Annual Target Cash IC Amount to which Executive becomes entitled under the terms of the Target Cash IC Program shall be paid in one lump-sum payment not later than March 15 of the calendar year immediately following the calendar year to which such amount relates.  Executive acknowledges that payment to Executive of any Annual Target Cash IC Amount is discretionary and will be made only in accordance with the terms of the Target Cash IC Program.  For the avoidance of doubt, Executive is not entitled to participate in the Target Cash IC Program for calendar year 2023.

3.3Initial Multi-Year Equity Award. As consideration for Executive’s future services, GLIB granted to Executive on December 10, 2018 a multi-year award of restricted stock units under the GCI Liberty, Inc. 2018 Omnibus Incentive Plan (the “Multi-Year RSU Award”).  For the avoidance of doubt, as of the Effective Date, this Agreement (as the same may hereafter be amended) constitutes an “Employment Agreement” as defined in the Multi-Year RSU Award grant agreement.

3.4Annual Target Equity Incentive Compensation.  Subject to earlier termination of the Term, with respect to each of calendar years 2020, 2021 and 2022, Executive will be eligible to receive from GLIB or a Successor Entity as determined by the Company, a target grant of performance-based Restricted Stock Units (the “Performance RSUs”) with an initial target grant value equal to Six Hundred Twenty Six Thousand Three Hundred Seventy One Dollars ($626,371.00) per calendar year (determined, in each case, in accordance with the issuer’s standard practice as then in effect), subject to approval of the Committee (the “Annual Target Equity IC Amount”).  On March 13, 2020, the Committee granted Performance RSUs to Executive for calendar year 2020 with a target grant value equal to the Annual Target Equity IC Amount.  The vesting of each grant of Performance RSUs will be subject

to the satisfaction of such performance metrics as are determined each year by the Committee (which may include negative discretion criteria and an EBITDA growth target); provided that 20% of the Performance RSUs issued each year in respect of the Annual Target Equity IC Amount will be subject to achievement of an EBITDA growth target established on an annual basis by the Committee.  Such grants will be made pursuant to Restricted Stock Unit award agreements in the form approved by the issuer from time to time, which shall include the issuer’s standard terms and provisions.  This Agreement (as the same may hereafter be amended) constitutes an “Employment Agreement” for purposes of the Performance RSUs that were granted to Executive in calendar years 2019 and 2020.  The issuer’s standard terms and provisions will provide for full vesting of any portion of a Performance RSU award that is outstanding but unvested at the time of death of Executive or at the time of Executive’s termination as a result of Executive’s Disability (as defined in the applicable incentive plan pursuant to which such awards are issued).  Notwithstanding anything to the contrary in this Agreement, in no event will any Performance RSUs be granted to Executive after the earlier of December 31, 2022 or the date of Executive’s termination of employment.  “Successor Entity” means any successor to GLIB if such successor is a publicly traded entity or if not, the publicly traded parent company of GLIB.

3.5Benefits.  Executive will be eligible to participate in any welfare, health and life insurance, 401(k) plans, fringe benefit and incentive programs that are offered to employees of the Company from time to time on the same basis as that provided to similarly situated employees of the Company at such time.  Executive will not be required to track sick leave, personal leave or vacation time, it being understood by Executive that, subject to applicable law, Executive is expected to take no more than six weeks in the aggregate of all such leave and/or vacation time during each calendar year of the Term.

3.6Business Expenses.  The Company will promptly pay or reimburse Executive for reasonable expenses incurred in connection with Executive’s employment in accordance with the Company’s standard policies and practices as in effect from time to time.

3.7Aircraft Usage.  During the Term and, to the extent specified in this Agreement, for the 120-day period following expiration of the Term, Executive shall be entitled to the use of Company aircraft pursuant to the terms of the amended and restated letter agreement dated effective July 1, 2020 between the Company and Executive (as may hereafter be amended, the “Aircraft Agreement”); provided in each case that such agreement is then in effect.

4.Use of Wak Retreat During Term and Following Certain Termination Events.  

4.1Definitions.  The following terms have the meanings specified below for purposes of this Agreement:

4.1.1“Fundamental Transaction” means the occurrence of any of the following:  (i) a merger, consolidation, business combination, share exchange, reorganization, spin-off, split-off or other transaction to which GLIB or any Successor Entity is a party, immediately following which persons or entities who were common stockholders of such entity immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the surviving corporation ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors, (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of GLIB (or a Successor Entity) and its subsidiaries, taken as a whole, or (iii) any other transaction or event that GLIB or a Successor Entity reasonably determines has or will result in a change of “control” of GLIB or such Successor Entity, with control for this purpose meaning the power to elect a majority of the board of directors of such entity, or other possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.  

Notwithstanding the foregoing, no Fundamental Transaction shall be deemed to have occurred if GLIB is party to any transaction described in this Section 4.1.1 with another publicly traded company in which John C. Malone or Gregory B. Maffei beneficially owns voting power in excess of 25% of the aggregate voting power of such company.

4.1.2“Wak Owner” means the Company, or another Affiliate of the Company that hereafter becomes the owner of the Wak Retreat.

4.1.3“Wak Retreat” means Lots 1, 2, 3, 4, 5, 6, 7 & 8, Wood River Lodge Subdivision, according to the official plat thereof, filed under Plat Number 79-7, Records of the Bristol Bay Recording District, Third Judicial District, State of Alaska, including all buildings, structures, fixtures located thereon, improvements and appurtenances thereto, and easements, prescriptive and other rights benefiting it.

4.1.4“Wak Access Rights Termination Event” means the occurrence of any of the following:

(a)The termination of Executive’s employment with the Company (i) by the Company for Cause (as defined in Section 6.2.4) or (ii) prior to December 31, 2022, by Executive without Good Reason (as defined in Section 6.2.5);

(b)The ten-year anniversary of the date of termination of Executive’s employment with the Company (i) as a result of Executive’s Disability (as defined in Section 6.1.1), (ii) by the Company without Cause (including such a termination at or following December 31, 2022),  (iii) by Executive for Good Reason or (iv) following December 31, 2022, by Executive for any reason;

(c)The death of Executive; or

(d)the closing of a Wak Sale (as defined in Section 5.1.2).

4.2Wak Access Rights.  From the Effective Date through the occurrence of a Wak Access Rights Termination Event, but subject to the Company deciding at any time not to open or maintain operations at the Wak Retreat, Executive is entitled to the following rights, which rights are personal to Executive and are not assignable by Executive in whole or in part (collectively, the “Wak Access Rights”): (i) preferred access to the “Fisher Cabin” at the Wak Retreat at any time when it is not being used for the Company’s or its Affiliates’ purposes, and (ii) up to two weeks per calendar year (which may not be carried over to a subsequent calendar year) scheduled at least one week at a time of exclusive personal use of the entire Wak Retreat when it is not being used for the Company’s or its Affiliates’ purposes, in each case subject to the Company’s rules, regulations and requirements as may be established from time to time, and to the terms and conditions set forth below.  Executive shall give the Company reasonable advance prior written notice of any dates that Executive desires to exercise the preceding rights and the Company shall use reasonable efforts to accommodate such dates or negotiate in good faith regarding other dates when the Fisher Cabin or the entire Wak Retreat, as applicable, is not planned to be used for the Company’s or its Affiliates’ purposes and is otherwise available.  Executive’s right to exclusive personal use of the entire Wak Retreat pursuant to Section 4.2(ii) includes the use of all buildings, structures, fixtures, and improvements located thereon or associated therewith, along with the right to use all equipment, furniture, utilities, guides, housekeeping and meal and beverage services that are presently provided by the Company or an Affiliate to or for the Wak Retreat.   With respect to air transportation services that are used by the Company for the Wak Retreat, Executive may use such services for transportation to and from the Wak (but not for remote excursions from the Wak) under the Company’s existing contracts with respect thereto;

provided, that Executive shall reimburse the Company for the incremental hourly cost payable by the Company under such contracts with respect to Executive’s use of such services.  For the avoidance of doubt, Executive will not be entitled to any compensation or consideration for his failure to use the full two weeks of Wak Retreat use described above.

5.WAK Retreat Right of First Offer.

5.1Definitions.

5.1.1“ROFO Termination Event” means the earliest to occur of (a) a Wak Access Rights Termination Event; (b) closing of a Fundamental Transaction (it being agreed that no consideration for such termination of rights shall be paid to Executive); or (c) the date as of which the Company has offered Executive the right to acquire the Wak Retreat pursuant to this Section 5 and Executive does not timely deliver a Reply Notice, or, following such delivery of a Reply Notice, the Company or the Wak Owner and Executive fail to enter into a definitive agreement and close on a Complete Wak Asset Sale prior to the expiration of the Negotiation Period, other than as a result of a material breach by the Company of its obligations under this Section 5 as determined by a final, non-appealable judgment or binding arbitration.

5.1.2“Wak Sale” means the direct or indirect transfer by GLIB or a Successor Entity of all rights, title and interest to the Wak Retreat, other than any such transfer (a) to an Affiliate of GLIB or a Successor Entity, (b) resulting from a direct or indirect change in ownership of the Wak Retreat if the Wak Retreat does not directly or indirectly constitute all or substantially all of the assets of the entity as to which a change in ownership occurred, or (c) that occurs pursuant to a Fundamental Transaction.

5.2Right of First Offer.  From the Effective Date through the occurrence of a ROFO Termination Event, in the event that the Company, GLIB or a Successor Entity desires to effect a Wak Sale, the Company will first offer to Executive the right to negotiate with the Company (or its applicable Affiliate) to enter into an agreement to acquire all of the assets constituting the Wak Retreat (a “Complete Wak Asset Sale”), on the terms and conditions set forth in this Section 5.2 (the “Wak ROFO”), which right is personal to Executive and is not assignable by Executive in whole or in part.  For the avoidance of doubt, if a ROFO Termination Event occurs after the Company first offers to Executive the right to negotiate with respect to a Complete Wak Asset Sale and prior to the parties entering into a definitive agreement with respect to such sale, any right of Executive to continue to negotiate with respect to such a sale as described in this Section 5.2 will immediately cease effective as of the date of the ROFO Termination Event.

5.2.1The rights granted to Executive pursuant to this Section 5.2 are (a) subject to any rights of governmental authorities or other rights of third parties that exist as of the Effective Date, whether or not recorded in the real property records covering the Wak Retreat and whether or not such rights appear or would appear in a title search covering the Wak Retreat, (b) limited to such transaction proceeding on an “as is, where is” basis and without representation or warranty of any kind from the Company (or any Affiliate) with respect to a Complete Wak Asset Sale and (c) subject to Executive’s assumption of all operating responsibilities to or for the Wak Retreat, including with respect to air transportation, equipment, furniture, utilities, and guide, housekeeping, and meal and beverage services.  The parties will negotiate in good faith regarding which at-will employees of the Company who work at the Wak would be hired by Executive and which would be terminated or retained by the Company.  

5.2.2If the Company provides notice to Executive of the desire of the Company, GLIB or a Successor Entity to potentially enter into a Wak Sale (an “Offer Notice”), Executive will have ten “Business Days” (defined as any day other than a Saturday, a Sunday or any day on which banking institutions in Englewood, Colorado are required or authorized to be closed) following the date that the

Offer Notice is given by the Company to notify the Company (a “Reply Notice”) of whether Executive desires to enter into negotiations with the Company with respect to a Complete Wak Asset Sale, subject to the limitations set forth in Section 5.2.1.  The Offer Notice shall specify any assets associated with the Wak Retreat that are desired to be retained by the Company or its Affiliates.  Executive’s failure to timely give or make a Reply Notice will constitute Executive’s waiver of his right to enter into negotiations with respect to a Complete Wak Asset Sale and the Company’s obligations pursuant to this Section 5.2 shall terminate in their entirety.  If Executive timely delivers an affirmative Reply Notice, the Company may nonetheless in its sole discretion decide that it does not desire to enter into negotiations with Executive at such time, in which case Executive’s rights under this Section 5.2 will continue in effect with respect to the next time that the Company, GLIB or a Successor Entity desires to effect a Wak Sale.  If Executive timely delivers an affirmative Reply Notice and the Company determines in its sole discretion to enter into negotiations with Executive, the Company and Executive will negotiate in good faith for 60 days to enter into a definitive agreement with respect to a Complete Wak Asset Sale (which shall include a cash purchase price and the title being transferred on the basis described in Section 5.2.1 and Section 5.2.3) and to close on such sale (the “Negotiation Period”), time being of the essence.  Executive will have the right during (and only during) the Negotiation Period to conduct any and all due diligence on the Wak Retreat that Executive deems necessary, and the Company will cooperate with Executive and provide such information as may be reasonably necessary.  The Negotiation Period will be subject to reasonable extension in order to accommodate the receipt of any necessary third-party and/or governmental approvals necessary for closing of a Complete Wak Asset Sale, but in no case will the Negotiation Period extend past the 90^th day following the date that the Reply Notice is received. Nothing contained herein shall require the Company to complete a sale of the Wak to Executive, and the Company reserves the right to sell the Wak to a third party following the completion of the 60 day negotiation period.

5.2.3If the Company or the Wak Owner and Executive timely enter into an agreement with respect to a Complete Wak Asset Sale, then closing shall occur at the offices of the Company not later than the last day of the Negotiation Period.  At such Closing, (a) the Company will cause title to the Wak Retreat to be transferred to Executive via quitclaim deed and will transfer title to any personal property included in the Complete Wak Asset Sale on an “as is, where is” basis, without representation or warranty of any kind and (b) Executive will deliver the cash purchase price to the Wak Owner or its designee by wire transfer of immediately available funds and shall assume all obligations of the Wak Owner and its Affiliates with respect to the Wak Retreat for the period from and after the closing date pursuant to an assumption agreement in form and substance reasonably satisfactory to the Company.

6.Termination of Employment.

6.1Termination as a Result of Death or Disability.

6.1.1Standard Entitlements.  If Executive’s employment with the Company is terminated as a result of Executive’s death or Disability (as defined in the GCI Liberty, Inc. 2018 Omnibus Incentive Plan) prior to December 31, 2022, Executive will be entitled to the benefits described below in this Section 6.1.1 (collectively, the “Standard Entitlements”), subject in each case to Required Withholding:

(a)any Base Salary earned with respect to the period prior to Executive’s date of termination but not yet paid;

(b)reimbursement of any out-of-pocket business expenses incurred by Executive prior to the date of termination for which Executive is entitled to reimbursement pursuant to the Company’s then applicable expense reimbursement policies;

(c)amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of Company at the time of termination in accordance with the terms of such plans or practices; and

(d)any other amounts required to be paid by law.

6.1.2Equity Awards.  The impact of a termination of Executive’s employment as a result of Executive’s death or Disability on any equity awards issued to Executive by GLIB or a Successor Entity (“Equity Awards”) that are not fully vested at the time of such termination of employment will be as specified in the award agreements evidencing such Equity Awards (the “Equity Award Agreements”).

6.1.3Post-Termination Benefits.  If Executive’s employment with the Company is terminated as a result of Executive’s Disability prior to December 31, 2022, Executive will be entitled to the benefits described below in this Section 6.1.3 (collectively, the “Post-Termination Benefits”), subject in each case to Required Withholding and it being acknowledged by Executive that the receipt of certain benefits described below will be taxable to Executive.  If Executive’s employment with the Company is terminated as a result of Executive’s death prior to December 31, 2022, neither Executive’s estate nor any other person will be entitled to Post-Termination Benefits except, in the case of his estate, for those benefits specified in clauses (c) and (d) below.

(a)Until the occurrence of a Wak Access Rights Termination Event, the  Wak Access Rights;

(b)Until the occurrence of a ROFO Termination Event, the Wak ROFO;

(c)Until the earlier of the 90^th day following Executive’s death or the expiration of the ten-year period following the date of termination, reasonable office space at the Company’s headquarters for Executive and his secretary (or for the benefit of his estate), including reasonable network and IT support for the personal use of a computer by Executive (or for the benefit of his estate);

(d)Until the period that ends 90 days after Executive’s death, access and use of the following email accounts by Executive or for the benefit of his estate: ***@***; ***@***; ***@***; ***@***;

(e)For a period of 120 days following such termination, continued use of Company aircraft in accordance with the terms of the Aircraft Agreement (to the extent such agreement continues in effect during such period) with respect to 1/3 of the annual hours allowed under such agreement; and

(f)Payment by the Company of health insurance premiums for Executive and his spouse until the earlier of Executive’s death or the expiration of the ten-year period following the date of termination; provided that if Executive or his spouse are 65 or older the premiums that shall be paid for the person that is 65 or older are for Medicare coverage (Parts A, F and D) and reasonable supplemental insurance.  

6.1.4Sole Benefits.  The Standard Entitlements and, in the case of Disability, the Post-Termination Benefits, together with any benefits payable to Executive under any separate plan maintained by the Company that is applicable to Executive upon Executive’s death or termination of employment as a result of Executive’s Disability, constitute the only payments and benefits Executive shall

be entitled to receive from the Company upon a termination of Executive’s employment as a result of Executive’s death or Disability, and in either such case neither the Company nor its Affiliates shall have any further liability or obligation to Executive under this Agreement or otherwise in respect of Executive’s employment.  Without limiting the foregoing, Executive will not be entitled to receive Severance Pay (as defined in Section 6.2.2(a)) upon any termination of Executive’s employment as a result of Executive’s death or Disability.

6.2Termination Without Cause by the Company or by Executive for Good Reason.  

6.2.1Standard Entitlements; Post-Termination Benefits.  If Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason prior to December 31, 2022, Executive will be entitled or eligible to receive the Standard Entitlements and the Post-Termination Benefits, subject in each case to Required Withholding.

6.2.2Severance Benefits.  If Executive’s employment with the Company is terminated prior to December 31, 2022 by the Company without Cause or by Executive for Good Reason, Executive will also become eligible to receive the following, subject in each case to Required Withholding:

(a)Any amount determined by the Committee to be payable to Executive pursuant to the Target Cash IC Program for the calendar year prior to the year in which such termination of employment occurs if such amount has not already been paid to Executive prior to such termination, with any such amount to be paid in one lump-sum payment not later than March 15 of the calendar year immediately following the calendar year to which such amount relates (the cash amount payable under this clause (a), together with the cash amounts payable pursuant to clauses (b) and (c) below, “Severance Pay”);

(b)an aggregate amount equal to “A” multiplied by “B,” where “A” equals the sum of Executive’s Annual Target Cash IC Amount and Annual Target Equity IC Amount for the calendar year in which such termination of employment occurs, and “B” is a fraction, the numerator of which is the number of calendar days that have elapsed during such calendar year through and including the date of termination of employment, and the denominator of which is 365, which amount is payable in one lump-sum payment not later than the 60^th day following Executive’s date of termination; and

(c)an amount equal to the sum of Executive’s Base Salary, Annual Target Cash IC Amount and Annual Target Equity IC Amount for the calendar year in which such termination of employment occurs.  The aggregate amount payable under this Section 6.2.2(c) will be divided into equal installments (“Installments”) based on payment in accordance with the Company’s regular payroll cycle over a twelve month period beginning on the first payroll date following Executive’s date of termination (i.e., the amount of each Installment will depend on the frequency of the Company’s regular payroll cycle).  The first payment pursuant to this Section 6.2.2(c) will be made on the first payroll date following the 60^th day following Executive’s date of termination and will include any Installments that would have been paid had payment of the Installments commenced on the first payroll date following termination of Executive’s employment.  The remaining Installments will be paid on successive payroll dates of the Company until paid in full.