Exhibit 10.36
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION 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 Options 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 Options, 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 the service or employ of the Company or its Subsidiaries 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.
“Approved Transaction” means (i) the consummation of any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (A) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (B) any merger, consolidation or binding share exchange to which the Company is a party as a result of which (I) the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, or (II) the individuals who, immediately prior thereto, constituted the members of the Board constitute less than a majority of the members of the Board immediately following such merger, consolidation or binding share exchange, or (C) 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 the Company, or (ii) any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve the adoption of any plan or proposal for the liquidation or dissolution of the Company.
“Business Day” means any day on which stock exchanges in the United States are open for trading.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
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“Close of Business” means, on any day, 4:00 p.m., New York, New York time.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Confidential Information” has the meaning specified in Section 11 (Confidential Information).
“Disability” has the meaning specified as “Disability” in Section 2.1 of the Plan.
“Employment Termination Date” means the date of termination of your employment with the Company or a Subsidiary, as applicable.
“Exercise Notice” has the meaning specified in Section 4(i)(1) (Manner of Exercise).
“Forfeitable Benefits” has the meaning specified in Section 29 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Misstatement Period” has the meaning specified in Section 29 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Option(s)” has the meaning specified in Section 2 (Award).
“Option Exercise Price” means, with respect to each type of Common Stock for which Options are granted hereunder, the amount specified in Schedule I hereto as the Option Exercise Price for such Common Stock.
“Option Termination Date” has the meaning specified in Schedule I hereto.
“Plan” has the meaning specified in the preamble to this Agreement.
“Plan Administrator” has the meaning specified in Section 13 (Plan Administrator).
“Required Withholding Amount” has the meaning specified in Section 5 (Mandatory Withholding for Taxes).
“Section 409A” has the meaning specified in Section 28 (Code Section 409A).
“Year of Continuous Service” means a consecutive 12-month period, measured by your hire date (as determined by the Company) and the anniversaries of that date, during which you are employed by the Company or a Subsidiary (or an applicable predecessor of the Company) without interruption. If you were employed by a Subsidiary at the time of such Subsidiary’s acquisition by the Company, your employment with the Subsidiary prior to the acquisition date will be included in determining your Years of Continuous Service unless the Plan Administrator, in its sole discretion, determines that such prior employment will be excluded.
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Notwithstanding any period of time referenced in this Section 7 or Schedule I hereto or any other provision of this Agreement that may be construed to the contrary, the Options will in any event terminate at the Close of Business on the Option Termination Date. Notwithstanding anything herein or the Plan to the contrary, if the Options would otherwise expire when trading in the Common Stock is prohibited by law or the Company’s insider trading policy pursuant to an event-specific occurrence (as determined by the Company), then the Options shall instead expire on the 30th day after the expiration of such prohibition.
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Notwithstanding any other provisions of this Agreement, pursuant to 18 USC § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) solely for the purpose of reporting or investigating a suspected violation of law and in confidence to a federal, state, or local government official (either directly or indirectly) or to an attorney; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his or her attorney and use the trade secret information in a court proceeding, so long as the individual (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. And further, nothing herein shall limit your ability to (i) provide truthful information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which you reasonably believes constitutes a violation of 18 U.S.C. sections 1341, 1343, 1344, or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of Federal law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by a Federal regulatory or law enforcement agency, any Member of Congress or any committee of Congress, or a person with supervisory authority over you (or such other employee who has the authority to investigate, discover, or terminate misconduct); or (ii) file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed relating to an alleged violation of any of the foregoing.
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Schedule I
to
Nonqualified Stock Option Agreement
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Grant Date: | [____________] |
Issuer/Company: | Liberty Media Corporation, a Delaware corporation |
Plan: | Liberty Media Corporation 2022 Omnibus Incentive Plan, as amended from time to time |
Common Stock: | Series C Liberty [Live/Formula One] Common Stock |
Option Termination Date: | [____________] |
Option Exercise Price: | $[______] |
Portion of Options in Each Tranche: | The Options will be comprised of four tranches, referred to herein as “Tranche 1”, “Tranche 2”, “Tranche 3” and “Tranche 4”: Tranche Portion of Options 1 1/4th 2 1/4th 3 1/4th 4 1/4th |
General Vesting Schedule: | Subject to your continuous employment with the Company or a Subsidiary from the Grant Date through the following applicable vesting dates, the Options will vest and become exercisable, rounded down to the nearest whole number, on the following schedule: Tranche 1: Vesting Date Portion of Options that Vest December 3, 2026 1/4th December 3, 2027 1/4th December 3, 2028 1/4th December 3, 2029 1/4th Tranche 2: Vesting Date Portion of Options that Vest December 3, 2027 One-Third December 3, 2028 One-Third December 3, 2029 One-Third Tranche 3: |
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Vesting Date Portion of Options that Vest December 3, 2028 One-Half December 3, 2029 One-Half Tranche 4: Vesting Date Portion of Options that Vest December 3, 2029 100% | |
Overriding Definitions: | For purposes of this Agreement, notwithstanding Section 1 of this Agreement: “Cause” has the meaning of “cause” specified in the Offer Letter. |
Additional Definitions: | For purposes of this Agreement: “Offer Letter” means that certain letter agreement by and between the Company and you dated as of January 6, 2025. |
Vesting Terms Upon a Termination without Cause: | Notwithstanding Section 3(a) of the Agreement, if your employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause (including, for the avoidance of doubt, by reason of a sale or disposition of all or substantially all of the assets of the Company or the acquisition by any person or group, other than a person or group affiliated or associated with John C. Malone or his estate, trusts or family members, of shares of the Company’s common stock representing 45% or more of the then-outstanding voting power of the Company), subject to your execution of, and delivery to the Company in accordance with the notice requirements of this Agreement, a general release agreement in a form satisfactory to the Company and such release becoming irrevocable in accordance with its terms, in each case, no later than 60 days following the Employment Termination Date (the “Release Conditions”), any unvested Options will become vested and exercisable upon the Release Conditions being met. |
Post-Termination without Cause Exercise Period: | Notwithstanding Section 7(b)(i) of the Agreement, if your employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, subject to the Release Conditions being met, those Options which are then exercisable (after taking into account the applicable accelerated vesting treatment) shall remain exercisable for the period of time beginning on the Employment Termination Date and continuing for the number of days that is equal to the sum of (i) 90, plus (ii) 180 multiplied by your total Years of Continuous Service. Notwithstanding any period of time referenced herein that may be construed to the contrary, the Options will in any event terminate not later than the Option Termination Date. |
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Vesting Terms and Post-Termination Exercise Period Upon a Termination for Cause | Notwithstanding Section 3(c) and Section 7(c) of the Agreement, if your employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary for Cause, all unvested Options will be forfeited on the Employment Termination Date and all vested Options shall remain exercisable for the period of time beginning on the Employment Termination Date and continuing for 90 days. Notwithstanding any period of time referenced herein that may be construed to the contrary, the Options will in any event terminate not later than the Option Termination Date. |
Company Notice Address: | Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: Chief Legal Officer and Chief Administrative Officer |
Company Website: | www.libertymedia.com |
Plan Access: | You can access the Plan via the link at the end of the Agreement or by contacting Liberty Media Corporation’s Legal Department. |
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