Deferred Compensation Agreement between Liberty Media Corporation and Robert R. Bennett

Summary

This agreement is between Liberty Media Corporation and its employee, Robert R. Bennett. It sets up a deferred compensation plan where the company credits $50,000 per year, plus 8% annual interest, to an account for Bennett, paid in quarterly installments. The account balance is paid out in cash after Bennett is no longer a covered employee, subject to tax withholdings. The agreement clarifies that payments come from the company’s general assets and do not create a trust or guarantee continued employment. It is governed by Colorado law.

EX-10.23 7 a2152779zex-10_23.txt EX 10.23 EXHIBIT 10.23 DEFERRED COMPENSATION AGREEMENT THIS DEFERRED COMPENSATION AGREEMENT ("Agreement") is dated as of January 1, 2004, by and between LIBERTY MEDIA CORPORATION, a Delaware corporation ("the Company"), and Robert R. Bennett (the "Executive"). RECITALS The Executive is an employee of the Company. The Incentive Plan Committee of the Board (the "Committee") has determined that it would be in the interest of the Company and its stockholders to award to the Executive the benefits provided herein to provide the Executive with additional remuneration for services rendered, to encourage the Executive to remain in the employ of the Company or its Affiliates and to increase the Executive's personal interest in the continued success and progress of the Company and its Affiliates. AGREEMENT In consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows: 1. DEFINITIONS. In addition to the terms defined above, the following terms, when used in this Agreement, have the following meanings: "Affiliate" means, with respect to any Person, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Person, and "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" has the meaning specified in the preamble to this Agreement. "Board" means the board of directors of the Company. "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. "Account" means the account established and maintained by the Company for the Executive pursuant to Section 2 of this Agreement. "Committee" has the meaning specified in the recitals to this Agreement. "Company" has the meaning specified in the preamble to this Agreement. "Deferred Amount" means U.S. $50,000 per annum. "Determination Date" means the last day of the calendar year in which the Termination Date occurs. "Executive" has the meaning specified in the preamble to this Agreement. "Investment Return" means, as to the daily balance in the Account, 8% per annum, compounded quarterly as of the end of each calendar quarter. "Person" means a human being or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity. "Termination Date" means the date on which the Executive ceases to be a "covered employee" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. 2. ACCOUNT. The Company will establish and maintain, in the name of the Executive, an account (the "Account") to which the Company will credit (i) the Deferred Amount in quarterly installments of U.S. $12,500 at the end of each calendar quarter beginning on March 31, 2004 and continuing until the date specified in Section 3, and (ii) the Investment Return for each calendar quarter. Within 30 days after the end of each calendar year during the term of this Agreement, the Company will provide to the Executive a statement setting forth all credits to the Account during such calendar year and the balance in the Account as of the end of such calendar year. 3. TERMINATION. No installments of the Deferred Amount will be credited to the Account subsequent to the Termination Date, but the Executive will be entitled to a credit for a partial installment for the period from the most recent calendar quarter-end preceding the Termination Date to the Termination Date. In any event, the Investment Return will be credited to the Account through the Determination Date. Within 30 days following the Determination Date, the Company will deliver to the Executive cash equal to the balance in the Account as of the Determination Date, less the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company. 4. BENEFITS PAYABLE FROM GENERAL ASSETS. Amounts payable hereunder will be paid exclusively from the general assets of the Company, and the Executive will not have any claim, right, security interest, or other interest in any fund, trust, account, insurance contract, or asset of the Company from which payments may be made. The Company's liability for the payment of benefits hereunder will be evidenced only by this Agreement. 2 5. NO TRUST. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement will create or be construed to create a trust of any kind, or a fiduciary relationship between Executive and the Company. Notwithstanding the foregoing, the Company may elect to establish a separate trust to accumulate funds to discharge its obligations hereunder, but the Executive will have no rights, title or interest in any such trust. However, payments from any such trust will be deemed to be payments by the Company under this Agreement. 6. ALIENATION. No right or benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same will be void. No right or benefit hereunder or under this Agreement will in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to such benefit. 7. ADMINISTRATION; CLAIMS PROCEDURE. The administration, construction and interpretation of this Agreement will be vested in the Committee. The Executive or his legal representative will submit any claim under this Agreement in writing to the Committee. 8. NOTICE. Any notice or other communication with respect to this Agreement will be in writing and will be addressed as follows: If to the Company: Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Charles Y. Tanabe Facsimile: 720 ###-###-#### If to Executive: Robert R. Bennett xxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxx Any notice or other communication will be deemed to have been given (a) on the date of receipt if personally delivered, (b) the date of receipt, if sent by registered or certified U.S. mail, postage prepaid, or five days after being sent by U.S. mail, postage prepaid, (c) one Business Day after receipt, if sent by confirmed facsimile or telecopier transmission or (d) one Business Day after having been sent by a nationally recognized courier service. In computing time periods, the day of the notice will be included. 3 9. AMENDMENT. This Agreement may be amended from time to time only by a written instrument signed by the Company and the Executive. 10. EXECUTIVE'S EMPLOYMENT. Nothing contained in this Agreement, and no action of the Company, the Committee or the Board with respect hereto, will confer or be construed to confer on the Executive any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any employing Affiliate to terminate the Executive's employment at any time, with or without cause, subject to the provisions of any employment agreement between the Executive and the Company or any employing Affiliate. 11. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Colorado. Each party hereby irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in any action to interpret or enforce this Agreement, and irrevocably waives any objection to jurisdiction such party may have based on inconvenience of the forum. 12. CONSTRUCTION. References in this Agreement to "this Agreement" and the words "herein," "hereof," "hereunder" and similar terms include all Exhibits appended hereto. The word "include" and all variations thereof are used in an illustrative sense and not in a limiting sense. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof. 13. DUPLICATE ORIGINALS. The Company and the Executive may sign any number of copies of this Agreement. Each signed copy will be an original, but all of them together represent the same agreement. 14. ENTIRE AGREEMENT. This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Executive regarding the subject matter hereof. The Executive and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the deferred compensation arrangement described herein and replaces and makes null and void any prior agreements between the Executive and the Company regarding such deferred compensation arrangement. This Agreement will be binding upon, and inure to the benefit of, the parties and their respective heirs, successors and assigns. 15. SEVERABILITY. Whenever possible each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited or invalid under such law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision of this Agreement. 4 16. EXECUTIVE'S ACCEPTANCE. The Executive will signify acceptance of the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company. LIBERTY MEDIA CORPORATION By: ------------------------------------- Charles Y. Tanabe Senior Vice President ACCEPTED: ---------------------------------------- Robert R. Bennett 5