Form of Restricted Stock Units Agreement under the Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time, for Nonemployee Directors
RESTRICTED STOCK UNITS AGREEMENT
THIS RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.
The Company has adopted the incentive plan that governs the Restricted Stock Units specified in Schedule I hereto (as has been or may hereafter be amended, the “Plan”), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and, by this reference, made a part hereof. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan.
Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to grant you an Award of Restricted Stock Units, subject to the conditions and restrictions set forth in this Agreement and in the Plan, in order to provide you with additional remuneration for services rendered, to encourage you to remain in service to the Company and to increase your personal interest in the continued success and progress of the Company.
The Company and you therefore agree as follows:
“Agreement” has the meaning specified in the preamble to this Agreement.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Disability” has the meaning specified as “Disability” in Section 2.1 of the Plan.
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Nonemployee Director” has the meaning specified in the Plan.
“Plan” has the meaning specified in the preamble to this Agreement.
“Plan Administrator” has the meaning specified in Section 11 (Plan Administrator).
“Restricted Stock Units” has the meaning specified in Section 2 (Award).
“RSU Dividend Equivalents” has the meaning specified in Section 5 (Dividend Equivalents).
“Section 409A” has the meaning specified in Section 26 (Code Section 409A).
“Service Termination Date” means the date of termination of your service as a Nonemployee Director.
“Tax-Related Items” has the meaning specified in Section 6 (Taxes and Withholding).
Restricted Stock Units Agreement
[Insert Grant Code]
Liberty Media Corporation, a Delaware corporation
Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time
Series C Liberty Braves Common Stock;
Series C Liberty Formula One Common Stock; and/or
Series C Liberty SiriusXM Common Stock, as applicable
General Vesting Schedule:
Subject to your continuous service as a Nonemployee Director with the Company from the Grant Date through the following vesting date, 100% of the Restricted Stock Units will vest on [___________].
Company Notice Address:
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: Chief Legal Officer
You can access the Plan via the link at the end of the Agreement or by contacting Liberty Media Corporation’s Legal Department.