Exhibit 10.41
AMENDMENT TO CERTAIN
NONQUALIFIED STOCK OPTION AGREEMENTS AND
RESTRICTED STOCK UNIT AWARD AGREEMENTS
UNDER THE
LIBERTY MEDIA CORPORATION
2022 OMNIBUS INCENTIVE PLAN
THIS AMENDMENT (this “Amendment”), effective as of December 3, 2025, amends the terms and conditions of those certain award agreements governing the terms of the nonqualified stock options and restricted stock units granted under the Liberty Media Corporation 2022 Omnibus Incentive Plan (the “Plan”) that are set forth on Schedule 1 hereto (such awards, the “Amended Awards” and the holder of such Amended Awards, the “Recipient”). Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Plan and in the specified award agreement.
RECITALS
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is empowered, pursuant to the terms of the applicable award agreement and Section 10.7(b) of the Plan, to modify or change the terms of any award previously granted under the Plan, without the Recipient’s consent, if such amendment does not adversely affect the rights of the Recipient.
WHEREAS, the Committee has approved an amendment to each Amended Award as described herein.
NOW THEREFORE, the following terms and conditions apply:
AMENDMENT
| A. | Amendment to Applicable Award Agreements |
(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.
| B. | Miscellaneous |
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IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officer thereunto as of the date referred to above.
Liberty Media Corporation
By: | /s/ Renee Wilm |
| Renee Wilm |
| Chief Legal Officer and Chief Administrative Officer |
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Schedule 1
Award Agreements Amended
| 1. | Nonqualified stock options granted to Derek Chang on May 12, 2025. |
| 2. | Restricted stock units granted to Derek Chang on May 12, 2025. |
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