Common use of SARs Clause in Contracts

SARs. As of the Redemption Date, each outstanding stock appreciation right related to Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be split, automatically, into two stock appreciation right awards: (i) a stock appreciation right award (an "LEI SAR") related to the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR as provided for in Section 2.4(b) of the Merger Agreement), with any fraction of a share rounded down to the nearest whole number; and (ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each outstanding Liberty Entertainment SAR will be allocated between the LEI SAR and the Adjusted Liberty Entertainment SAR with the base price of each calculated in accordance with the formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent of the formula set forth on Schedule 3.3 that the base price and the number of SARs of Liberty Entertainment Stock and LEI Stock subject to such SARs shall be determined in a manner consistent with the requirements of Section 424 of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordingly. All other terms of a holder's LEI SARs and related Adjusted Liberty Entertainment SARs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment SAR, except (A) as described above and (B) that the SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms of such award).

SARs. As of the Redemption DateEffective Time, each outstanding and as determined by the LMC Board pursuant to its authority granted under the applicable stock appreciation right related to Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be splitincentive plan of LMC, automatically, into two stock appreciation right awardsthe following shall occur: (i) a stock appreciation right award each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested (an "LEI “Outstanding LMC Capital SAR") ”), will be converted, automatically, into a Splitco SAR related to the same number and series of whole shares of LEI Splitco Capital Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR a “Splitco Capital SAR”) as provided for in Section 2.4(b) of the Merger Agreement), with any fraction of a share rounded down to the nearest whole number; and (ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Entertainment Capital Stock subject to such Outstanding Liberty Entertainment LMC Capital SAR immediately prior to the Redemption DateEffective Time; and (ii) each outstanding LMC SAR related to Liberty Starz Stock, with any fraction of whether vested or unvested (an “Outstanding LMC Starz SAR”), will be converted, automatically, into a share rounded down Splitco SAR related to the nearest whole numbersame number and series of shares of Splitco Starz Stock (a “Splitco Starz SAR”) as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. The aggregate intrinsic value of each outstanding Liberty Entertainment SAR will be allocated between In addition, the LEI SAR and the Adjusted Liberty Entertainment SAR with the per share base price of each calculated in accordance with Splitco Capital SAR will be equal to the formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent per share base price of the formula set forth on Schedule 3.3 corresponding Outstanding LMC Capital SAR, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, that the base price and the number of shares to which such Splitco SARs of Liberty Entertainment Stock and LEI Stock subject to such SARs relate shall in any event be determined in a manner consistent with the requirements of Section 424 409A of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordinglyCode. All other terms of a holder's LEI the Splitco Capital SARs and related Adjusted Liberty Entertainment Splitco Starz SARs (including, for example, including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment Outstanding LMC Capital SAR and Outstanding LMC Starz SAR, respectively, except (A) as described above and (B) that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its LMC, a Qualifying Subsidiary or their respective Subsidiaries; provided, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms and conditions of such award)exercise of the Splitco SARs shall in any event be determined in a manner consistent with Section 409A of the Code.

SARs. As of the Redemption Date, each outstanding stock appreciation right related to Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be split, automatically, into two stock appreciation right awards: (i) a stock appreciation right award (an "LEI SAR") related to the number and series of whole shares of LEI Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR as provided for in Section 2.4(b) of the Merger Agreement)Date, with any fraction of a share rounded down to the nearest whole number; and (ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment SAR") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned the number and series of shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR immediately prior to the Redemption Date, with any fraction of a share rounded down to the nearest whole number. The aggregate intrinsic value of each outstanding Liberty Entertainment SAR held will be allocated between the LEI SAR and the Adjusted Liberty Entertainment SAR SAR, in each case, with any fraction of a cent in the resulting base price of each calculated rounded up, in accordance with the formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent of the formula set forth on Schedule 3.3 that the base price and the number of SARs of Liberty Entertainment Stock and LEI Stock subject to such SARs shall be determined in a manner consistent with the requirements of Section 424 of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordingly3.3. All other terms of a holder's LEI SARs and related Adjusted Liberty Entertainment SARs (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment SAR, except (A) as described above and (B) that the SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and its Subsidiaries, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms of such award).

SARs. As of the Redemption DateEffective Time, each outstanding and as determined by the LMC Board pursuant to its authority granted under the applicable stock appreciation right related to Liberty Entertainment Stock (an "Outstanding Liberty Entertainment SAR") will be splitincentive plan of LMC, automatically, into two stock appreciation right awardsthe following shall occur: (i) a stock appreciation right award each outstanding LMC SAR related to Liberty Capital Stock, whether vested or unvested (an "LEI Outstanding LMC Capital SAR") ), will be converted, automatically, into a Splitco SAR related to the same number and series of whole shares of LEI Splitco Capital Stock which the holder would have received on the Redemption Date with respect to the shares of Liberty Entertainment Stock subject to such Outstanding Liberty Entertainment SAR had the holder owned such Liberty Entertainment shares immediately prior to the Redemption Date (but subject to any modification to the terms of such LEI SAR as provided for in Section 2.4(b) of the Merger Agreement), with any fraction of a share rounded down to the nearest whole number; and (ii) an adjusted stock appreciation right award (an "Adjusted Liberty Entertainment Splitco Capital SAR") related to the number and series of whole shares of Liberty Entertainment Stock which the holder would have retained immediately following the Redemption Date had the holder owned as the number and series of shares of Liberty Entertainment Capital Stock subject to such Outstanding Liberty Entertainment LMC Capital SAR immediately prior to the Redemption DateEffective Time; and (ii) each outstanding LMC SAR related to Liberty Starz Stock, with any fraction of whether vested or unvested (an "Outstanding LMC Starz SAR"), will be converted, automatically, into a share rounded down Splitco SAR related to the nearest whole numbersame number and series of shares of Splitco Starz Stock (a "Splitco Starz SAR") as the number and series of shares of Liberty Starz Stock subject to such Outstanding LMC Starz SAR immediately prior to the Effective Time. The aggregate intrinsic value of each outstanding Liberty Entertainment SAR will be allocated between In addition, the LEI SAR and the Adjusted Liberty Entertainment SAR with the per share base price of each calculated in accordance with Splitco Capital SAR will be equal to the formula set forth on Schedule 3.3 (with any fraction of a cent rounded up). It is the intent per share base price of the formula set forth on Schedule 3.3 corresponding Outstanding LMC Capital SAR, and the per share base price of each Splitco Starz SAR will be equal to the per share base price of the corresponding Outstanding LMC Starz SAR; provided, that the base price and the number of shares to which such Splitco SARs of Liberty Entertainment Stock and LEI Stock subject to such SARs relate shall be determined in a manner consistent with the requirements of Section 424 409A of the Code to avoid treatment as non-qualified deferred compensation subject to Section 409A, and the provisions of such schedule shall be interpreted accordinglyCode. All other terms of a holder's LEI the Splitco Capital SARs and related Adjusted Liberty Entertainment Splitco Starz SARs (including, for example, including the vesting terms thereof) will, in all material respects, be the same as those of the corresponding outstanding Liberty Entertainment Outstanding LMC Capital SAR and Outstanding LMC Starz SAR, respectively, except (A) as described above and (B) that the Splitco SARs will continue to vest so long as the holder provides service (whether as an employee, consultant or nonemployee director, as the case may be) to any of LMC and LMC, a Qualifying Subsidiary or their respective Subsidiaries and/or Splitco or its Subsidiaries; provided, LEI and its Subsidiaries and any other Person that was a Subsidiary of LMC until the capital stock of such Person was distributed to the holders of one or more series of LMC common stock (subject to any acceleration of vesting otherwise provided or permitted by the terms and conditions of such award)exercise of the Splitco SARs shall be determined in a manner consistent with Section 409A of the Code.