Common use of SARs Clause in Contracts

SARs. As of the Effective Time, and as determined by the LIC Board pursuant to its authority granted under the applicable stock incentive plan of LIC, each holder of a Liberty Ventures SAR (whether unvested, partially vested or fully vested) who is or formerly was a director, direct employee or consultant of LIC (each such Liberty Ventures SAR, an “Outstanding Liberty Ventures SAR”), will receive a stock appreciation right with respect to shares of the corresponding series of Spinco Common Stock (a “Spinco SAR”) and an adjustment to the Outstanding Liberty Ventures SAR (as so adjusted, an “Adjusted Liberty Ventures SAR”) such that the pre-Spin-Off intrinsic value of the Outstanding Liberty Ventures SAR is allocated between the Spinco SAR and the Adjusted Liberty Ventures SAR. Except as described herein, all other terms of the Spinco SARs and the Adjusted Liberty Ventures SARs (including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding Outstanding Liberty Ventures SARs; provided, that the terms and conditions of exercise of the Spinco SARs shall in any event be determined in a manner consistent with Section 409A of the Code.