Common use of 280G Matters Clause in Contracts

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 shall survive the settlement and termination of this Agreement. Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Agreement dated as of July 28, 2022, between Liberty Latin America Ltd. and the Grantee LIBERTY LATIN AMERICA LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Performance Share Units (LILAB) Awarded: 500,000

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 29 shall survive the settlement and termination of this Agreement. Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Units Agreement dated as of July 28, 2022, [DATE] between Liberty Latin America Ltd. Global plc and the Grantee Grantee. LIBERTY LATIN AMERICA LTD. GLOBAL PLC By: /s/ Xxxx Xxxxxx ___________________ Name: Xxxxx X. Xxxx Xxxxxx Title: Chief Legal Officer and Secretary Executive Vice President ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Address: City/State/Country: Optionee ID: Grant No. _________ Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Target Performance Share Units (LILABLBTY_) Awarded: 500,000

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 29 shall survive the settlement and termination of this Agreement. Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Units Agreement dated as of July 28___________, 202220__, between Liberty Latin America Ltd. and the Grantee LIBERTY LATIN AMERICA LTD. By: /s/ Xxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Authorized Signatory Title: Chief Legal Officer and Secretary Senior Vice President ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Address: City/State/Country: Optionee ID: Grant No. _________ Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Target Performance Share Units (LILABXXXX Class__) Awarded: 500,000

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. 10 NTD: Include references to Withholding Agreement in CEO grant agreements. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 25 shall survive the settlement and termination of this AgreementAgreement.]11 11 NTD: Include for CEO. 12 Signature Page to 2022 Unrestricted Restricted Share Award and Performance Share Unit Award Units Agreement dated as of July 28, 2022[__], between Liberty Latin America Ltd. and the Grantee LIBERTY LATIN AMERICA LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Grant ID Number: Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Performance Restricted Share Units (LILABClass [__]) Awarded: 500,000:

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 29 shall survive the settlement and termination of this AgreementAgreement.]5 5 NTD: Include for CEO. Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Appreciation Rights Agreement dated as of July 28, 2022, [__] between Liberty Latin America Ltd. and the Grantee Grantee. LIBERTY LATIN AMERICA LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Performance Share Units (LILAB) Awarded: 500,000Grant ID Number:

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 29 shall survive the settlement and termination of this Agreement. Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Units Agreement dated as of July 28, 2022, [DATE] between Liberty Latin America Ltd. Global plc and the Grantee Grantee. LIBERTY LATIN AMERICA LTD. GLOBAL PLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Address: City/State/Country: Optionee ID: Grant No. _________ Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Target Performance Share Units (LILABLBTY_) Awarded: 500,000

280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 28 29 shall survive the settlement and termination of this AgreementAgreement.]5 5 NTD: Include for CEO. 13 Signature Page to 2022 Unrestricted Restricted Share Award and Performance Share Unit Award Units Agreement dated as of July 28, 2022[__], between Liberty Latin America Ltd. and the Grantee LIBERTY LATIN AMERICA LTD. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Legal Officer and Secretary ACCEPTED: /s/ Xxxxx Xxxx Grantee Name: Xxxxx Xxxx Grant ID Number: Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000 Number of Performance Restricted Share Units (LILAB[__]) Awarded: 500,000: