EXHIBIT 10.1
April 2, 2007
Xx. Xxxxxxx X. Xxxxxx
Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Personal Use of Company Aircraft
Dear Xxxx:
This letter (this "Agreement") sets forth our agreement with respect to your
personal use of aircraft (the "Aircraft") owned or leased by Liberty Media
Corporation ("LMC").
1. USE OF AIRCRAFT. During the Term (as defined below), you may use up to
$250,000 per year worth of flight time (the "Annual Allotment") on the
Aircraft for personal use ("Personal Flight Time"). For purposes of this
paragraph, the amount of Personal Flight Time charged against the Annual
Allotment will be determined by reference to the "aggregate incremental
cost" (within the meaning of Item 402(c) of Regulation S-K under the
Securities Exchange Act of 1934, as currently in effect) to LMC of your
personal use of the Aircraft. You may schedule Personal Flight Time with
LMC's flight department subject to availability of the Aircraft. At no
time will LMC have any obligation to pay you for any unused Annual
Allotment and LMC will have no obligation to continue to own or lease any
Aircraft.
2. IRS REPORTING. The fair market value of Personal Flight Time will be
reflected as income on your W-2 in accordance with applicable IRS
regulations based on the Standard Industry Fare Level formula ("SIFL")
pursuant to 26 C.F.R. Section 1.61-21(g) or a comparable successor
provision.
3. TERM. The term of this Agreement (the "Term") will be deemed to have
commenced on January 1, 2007 and will expire on the earliest of (i)
December 31, 2011, (ii) the date that you cease to be employed by LMC and
(iii) the date that LMC ceases to own or lease any Aircraft (the
"Termination Date"). LMC will have no further obligation to you under
this Agreement as of the Termination Date and any unused Annual Allotment
will expire.
4. GOVERNING LAW. This Agreement will be governed by, and will be
construed and enforced in accordance with, the laws of the State of
Colorado without regard to the conflicts of laws principles of that
jurisdiction.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter
hereof and supersedes any and all previous written or oral
representations, promises, agreements or understandings of whatever
nature between the parties with respect to the subject matter. This
Agreement may not be altered or amended except by an agreement in writing
signed by both parties. This Agreement may be signed in counterparts.
If you are in agreement with the foregoing, please execute the enclosed copy of
this letter.
Very truly yours,
LIBERTY MEDIA CORPORATION
By:
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Xxxxxxx X. Xxxxxx
Executive Vice President
AGREED:
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Xxxxxxx X. Xxxxxx
