Exhibit 10.10
[SERIES A]
FORM OF
LIBERTY MEDIA INTERNATIONAL, INC.
2004 NONEMPLOYEE DIRECTOR INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2005)
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of
__________, 200___ (the "Effective Date"), by and between LIBERTY MEDIA
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the individual
whose name, address, and social security number appear on the signature page
hereto (the "Grantee").
The Company has adopted the Liberty Media International, Inc. 2004
Nonemployee Director Incentive Plan (As Amended and Restated Effective April 1,
2005) (the "Plan"), a copy of which is attached to this Agreement as Exhibit A
and by this reference made a part hereof, for the benefit of eligible
Nonemployee Directors of the Company. Capitalized terms used and not otherwise
defined herein will have the meaning given to them in the Plan.
Pursuant to the Plan, the Board has determined that it would be in the
interest of the Company and its stockholders to award an option to Grantee,
subject to the conditions and restrictions set forth herein and in the Plan, in
order to provide the Grantee additional remuneration for services rendered as a
Nonemployee Director and to increase the Grantee's personal interest in the
continued success and progress of the Company.
The Company and the Grantee therefore agree as follows:
1. DEFINITIONS. The following terms, when used in this Agreement, have the
following meanings:
"Business Day" means any day other than Saturday, Sunday or a day on
which banking institutions in Denver, Colorado, are required or authorized to be
closed.
"Close of Business" means, on any day, 5:00 p.m., Denver, Colorado
time.
"Company" has the meaning specified in the preamble to this Agreement.
"Effective Date" has the meaning specified in the preamble to this
Agreement.
"Exercise Price" means $_____ per share of LBTYA.
"Grantee" has the meaning specified in the preamble to this Agreement.
"LBTYA" means the Series A common stock, par value $.01 per share, of
the Company.
"Option" has the meaning specified in Section 2 of this Agreement.
"Option Shares" has the meaning specified in Section 2 of this
Agreement.
"Plan" has the meaning specified in the recitals to this Agreement.
"Required Withholding Amount" has the meaning specified in Section 5
of this Agreement.
"Term" has the meaning specified in Section 2 of this Agreement.
2. GRANT OF OPTION. Subject to the terms and conditions herein, pursuant to
the Plan, the Company grants to the Grantee an option (the "Option") to purchase
from the Company the number of shares of LBTYA set forth on the signature page
hereto (the "Option Shares") at a purchase price per LBTYA share equal to the
Exercise Price. The Option granted herein is a "Nonqualified Stock Option". The
Option, to the extent it has become exercisable in accordance with Section 3,
will be exercisable in whole at any time or in part from time to time during the
period commencing on the Effective Date and expiring at the Close of Business on
_______, 20___ (the "Term"), subject to earlier termination as provided in
Section 7. The Exercise Price and number of Option Shares are subject to
adjustment pursuant to Section 10. No fractional shares of LBTYA will be
issuable upon exercise of an Option, and the Grantee will receive, in lieu of
any fractional share of LBTYA that the Grantee otherwise would receive upon such
exercise, cash equal to the fraction representing such fractional share
multiplied by the Fair Market Value of one share of LBTYA as of the date on
which such exercise is considered to occur pursuant to Section 4.
3. CONDITIONS OF EXERCISE. Unless otherwise determined by the Board in its
sole discretion, the Option will be exercisable only in accordance with the
conditions stated in this Section 3.
(a) Except as otherwise provided in Section 10.1(b) of the Plan or in
the last sentence of this Section 3(a), the Option may be exercised only on or
after _______, 200__. Notwithstanding the foregoing, the Option will become
exercisable in full on the date of the Grantee's termination of service as a
Nonemployee Director if (i) the Grantee's service as a Nonemployee Director
terminates by reason of Disability or (ii) the Grantee dies while serving as a
Nonemployee Director.
(b) To the extent the Option becomes exercisable, the Option may be
exercised in whole or in part (at any time or from time to time, except as
otherwise provided herein) until expiration of the Term or earlier termination
thereof.
(c) The Grantee acknowledges and agrees that the Board may, in its
discretion and as contemplated by Section 3.3 of the Plan, adopt rules and
regulations from time to time after the date hereof with respect to the exercise
of the Option and that the exercise by the Grantee of the Option will be subject
to the further condition that such exercise is made in accordance with all such
rules and regulations as the Board may determine are applicable thereto.
4. MANNER OF EXERCISE. The Option will be considered exercised (as to the
number of Option Shares specified in the notice referred to in Section 4(a)
below) on the latest of (i) the
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date of exercise designated in the written notice referred to in Section 4(a)
below, (ii) if the date so designated is not a Business Day, the first Business
Day following such date or (iii) the earliest Business Day by which the Company
has received all of the following:
(a) Written notice, in such form as the Board may require, containing
such representations and warranties as the Board may require and designating,
among other things, the date of exercise and the number of Option Shares to be
purchased; and
(b) Payment of the Exercise Price for each Option Share to be
purchased in any (or a combination) of the following forms: (i) cash, (ii)
check, (iii) the delivery, together with a properly executed exercise notice, of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the Exercise Price (and, if
applicable, the Required Withholding Amount, as described in Section 5), and/or
(iv) any other form of payment contemplated by the Plan, as the Board may
permit; and
(c) Any other documentation that the Board may reasonably require.
5. WITHHOLDING FOR TAXES. The Grantee acknowledges and agrees that the
Company will deduct from the shares of LBTYA otherwise deliverable upon exercise
of the Option a number of shares of LBTYA (valued at their Fair Market Value on
the date of exercise) that is equal to the amount, if any, of all federal, state
and local taxes required to be withheld by the Company upon such exercise, as
determined by the Company (the "Required Withholding Amount"). If the Grantee
elects to make payment of the Exercise Price by delivery of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds required to pay the Exercise Price, such instructions may also
include instructions to deliver the Required Withholding Amount to the Company.
In such case, the Company will notify the broker promptly of the Board's
determination of the Required Withholding Amount.
6. PAYMENT OR DELIVERY BY THE COMPANY. As soon as practicable after receipt
of all items referred to in Section 4, and subject to the withholding referred
to in Section 5, the Company will deliver or cause to be delivered to the
Grantee (i) certificates issued in the Grantee's name for the number of Option
Shares purchased upon exercise of the Option and (ii) any cash payment to which
the Grantee is entitled in lieu of a fractional share of LBTYA, as provided in
Section 2. Any delivery of shares of LBTYA will be deemed effected for all
purposes when certificates representing such shares have been delivered
personally to the Grantee or, if delivery is by mail, when the stock transfer
agent of the Company has deposited the certificates in the United States mail,
addressed to the Grantee, and any cash payment will be deemed effected when a
check from the Company, payable to the Grantee and in the amount equal to the
amount of the cash payment, has been delivered personally to the Grantee or
deposited in the United States mail, addressed to the Grantee.
7. EARLY TERMINATION OF OPTION. Unless otherwise determined by the Board in
its sole discretion, the Option will terminate, prior to the expiration of the
Term, at the time specified below:
(a) Subject to Section 7(b), if the Grantee's service as a Nonemployee
Director terminates other than (i) by the Company for cause or (ii) by reason of
death or Disability, then the Option will terminate at the Close of Business on
the first Business Day
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following the expiration of the one-year period which began on the date of
termination of the Grantee's service. For purposes of this Section 7, "cause"
will have the meaning specified in Section 10.2(b) of the Plan.
(b) If the Grantee dies while serving as a Nonemployee Director, or
prior to the expiration of a period of time following termination of the
Grantee's service during which the Option remains exercisable as provided in
Section 7(a) or Section 7(c), as applicable, the Option will terminate at the
Close of Business on the first Business Day following the expiration of the
one-year period which began on the date of the Grantee's death.
(c) Subject to Section 7(b), if the Grantee's service as a Nonemployee
Director terminates by reason of Disability, then the Option will terminate at
the Close of Business on the first Business Day following the expiration of the
one-year period which began on the date of termination of the Grantee's service.
(d) If the Grantee's service as a Nonemployee Director is terminated
by the Company for "cause" (as defined in Section 10.2(b) of the Plan), then the
Option will terminate immediately upon such termination of the Grantee's
service.
In any event in which the Option remains exercisable for a period of time
following the date of termination of the Grantee's service as provided above,
the Option may be exercised during such period of time only to the extent the
Option was exercisable as provided in Section 3 above on such date of
termination of the Grantee's service. Notwithstanding any period of time
referenced in this Section 7 or any other provision of this Section 7 that may
be construed to the contrary, the Option will in any event terminate upon the
expiration of the Term.
8. NONTRANSFERABILITY. During the Grantee's lifetime, the Option is not
transferable (voluntarily or involuntarily) other than pursuant to a Domestic
Relations Order and, except as otherwise required pursuant to a Domestic
Relations Order, is exercisable only by the Grantee or the Grantee's court
appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the Option will pass upon the Grantee's death and may
change such designation from time to time by filing a written designation of
beneficiary or beneficiaries with the Board on the form annexed hereto as
Exhibit B or such other form as may be prescribed by the Board, provided that no
such designation will be effective unless so filed prior to the death of the
Grantee. If no such designation is made or if the designated beneficiary does
not survive the Grantee's death, the Option will pass by will or the laws of
descent and distribution. Following the Grantee's death, the Option, if
otherwise exercisable, may be exercised by the person to whom such right passes
according to the foregoing and such person will be deemed the Grantee for
purposes of any applicable provisions of this Agreement.
9. NO STOCKHOLDER RIGHTS. The Grantee will not, by reason of the Option
granted under this Agreement, be deemed for any purpose to be, or to have any of
the rights of, a stockholder of the Company with respect to any Option Shares,
nor will the existence of this Agreement affect in any way the right or power of
the Company or its stockholders to accomplish any corporate act, including,
without limitation, the acts referred to in Section 10.15 of the Plan.
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10. ADJUSTMENTS. If the outstanding shares of LBTYA are subdivided into a
greater number of shares (by stock dividend, stock split, reclassification or
otherwise) or are combined into a smaller number of shares (by reverse stock
split, reclassification or otherwise), or if the Board determines that any stock
dividend, extraordinary cash dividend, reclassification, recapitalization,
reorganization, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase any shares of LBTYA, or other similar corporate
event (including mergers or consolidations other than those which constitute
Approved Transactions, which shall be governed by Section 10.1(b) of the Plan)
affects shares of LBTYA such that an adjustment is required to preserve the
benefits or potential benefits intended to be made available under this
Agreement, then the Option will be subject to adjustment (including, without
limitation, as to the number of Option Shares and the Exercise Price per share )
in the sole discretion of the Board and in such manner as the Board may deem
equitable and appropriate in connection with the occurrence of any of the events
described in this Section 10 following the Effective Date.
11. RESTRICTIONS IMPOSED BY LAW. Without limiting the generality of Section
10.7 of the Plan, the Grantee will not exercise the Option, and the Company will
not be obligated to make any cash payment or issue or cause to be issued any
shares of LBTYA, if counsel to the Company determines that such exercise,
payment or issuance would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement of the
Company with, any securities exchange or association upon which shares of LBTYA
are listed or quoted. The Company will in no event be obligated to take any
affirmative action in order to cause the exercise of the Option or the resulting
payment of cash or issuance of shares of LBTYA to comply with any such law,
rule, regulation or agreement.
12. NOTICE. Unless the Company notifies the Grantee in writing of a
different procedure, any notice or other communication to the Company with
respect to this Agreement will be in writing and will be delivered personally or
sent by United States first class mail, postage prepaid and addressed as
follows:
Liberty Media International, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Any notice or other communication to the Grantee with respect to this
Agreement will be in writing and will be delivered personally, or will be sent
by United States first class mail, postage prepaid, to the Grantee's address as
listed in the records of the Company on the Effective Date, unless the Company
has received written notification from the Grantee of a change of address.
13. AMENDMENT. Notwithstanding any other provision hereof, this Agreement
may be supplemented or amended from time to time as approved by the Board as
contemplated in Section 10.6(b) of the Plan. Without limiting the generality of
the foregoing, without the consent of the Grantee,
(a) this Agreement may be amended or supplemented from time to time as
approved by the Board (i) to cure any ambiguity or to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or (ii) to add to the
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covenants and agreements of the Company for the benefit of the Grantee or
surrender any right or power reserved to or conferred upon the Company in this
Agreement, subject to any required approval of the Company's stockholders and,
provided, in each case, that such changes or corrections will not adversely
affect the rights of the Grantee with respect to the Award evidenced hereby, or
(iii) to make such other changes as the Company, upon advice of counsel,
determines are necessary or advisable because of the adoption or promulgation
of, or change in or of the interpretation of, any law or governmental rule or
regulation, including any applicable federal or state securities laws; and
(b) subject to any required action by the Board or the stockholders of
the Company, the Option granted under this Agreement may be canceled by the
Company and a new Award made in substitution therefor, provided that the Award
so substituted will satisfy all of the requirements of the Plan as of the date
such new Award is made and no such action will adversely affect the Option to
the extent then exercisable.
14. STATUS AS DIRECTOR. Nothing contained in this Agreement, and no action
of the Company or the Board with respect hereto, will confer or be construed to
confer on the Grantee any right to continue as a director of the Company or
interfere in any way with the right of the Company or its shareholders to
terminate the Grantee's status as a director at any time, with or without cause.
15. NONALIENATION OF BENEFITS. Except as provided in Section 9, (i) no
right or benefit under this Agreement will be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the same will be
void, and (ii) no right or benefit hereunder will in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the Grantee or other
person entitled to such benefits.
16. GOVERNING LAW. This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of Colorado. Each party
irrevocably submits to the general jurisdiction of the state and federal courts
located in the State of Colorado in any action to interpret or enforce this
Agreement and irrevocably waives any objection to jurisdiction that such party
may have based on inconvenience of forum.
17. CONSTRUCTION. References in this Agreement to "this Agreement" and the
words "herein," "hereof," "hereunder" and similar terms include all Exhibits and
Schedules appended hereto. The word "include" and all variations thereof are
used in an illustrative sense and not in a limiting sense. All decisions of the
Board upon questions regarding this Agreement will be conclusive. Unless
otherwise expressly stated herein, in the event of any inconsistency between the
terms of the Plan and this Agreement, the terms of the Plan will control. The
headings of the sections of this Agreement have been included for convenience of
reference only, are not to be considered a part hereof and will in no way modify
or restrict any of the terms or provisions hereof.
18. DUPLICATE ORIGINALS. The Company and the Grantee may sign any number of
copies of this Agreement. Each signed copy will be an original, but all of them
together represent the same agreement.
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19. RULES BY BOARD. The rights of the Grantee and the obligations of the
Company hereunder will be subject to such reasonable rules and regulations as
the Board may adopt from time to time.
20. ENTIRE AGREEMENT. This Agreement is in satisfaction of and in lieu of
all prior discussions and agreements, oral or written, between the Company and
the Grantee regarding the subject matter hereof. The Grantee and the Company
hereby declare and represent that no promise or agreement not herein expressed
has been made and that this Agreement contains the entire agreement between the
parties hereto with respect to the Award and replaces and makes null and void
any prior agreements between the Grantee and the Company regarding the Award.
This Agreement will be binding upon and inure to the benefit of the parties and
their respective heirs, successors and assigns
21. GRANTEE ACCEPTANCE. The Grantee will signify acceptance of the terms
and conditions of this Agreement by signing in the space provided at the end
hereof and returning a signed copy to the Company.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE TO NON-QUALIFIED STOCK OPTION AGREEMENT DATED AS OF
___________, 200___ BETWEEN LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE
LIBERTY MEDIA INTERNATIONAL, INC.
By:
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President
ACCEPTED:
, Grantee
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Name:
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Address:
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SSN:
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Number of shares of LBTYA as to which the Option is granted:
EXHIBIT A
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED AS OF _________, 200__ BETWEEN
LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE
[COPY OF LIBERTY MEDIA INTERNATIONAL, INC. 2004 NONEMPLOYEE DIRECTOR INCENTIVE
PLAN (AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2005]
EXHIBIT B
TO
NON-QUALIFIED STOCK OPTION AGREEMENT
DATED AS OF _________, 200__ BETWEEN
LIBERTY MEDIA INTERNATIONAL, INC. AND GRANTEE
DESIGNATION OF BENEFICIARY
I, ___________________________________________ (the "Grantee"), hereby
declare that upon my death __________________________________________ (the
"Beneficiary") of Name
_______________________________________________________________________________,
Street Address City State Zip Code
who is my _________________________________________________, will be entitled to
the Relationship to Grantee
Option and all other rights accorded the Grantee by the above-referenced
grant agreement (the "Agreement").
It is understood that this Designation of Beneficiary is made pursuant to
the Agreement and is subject to the conditions stated herein, including the
Beneficiary's survival of the Grantee's death. If any such condition is not
satisfied, such rights will devolve according to the Grantee's will or the laws
of descent and distribution.
It is further understood that all prior designations of beneficiary under
the Agreement are hereby revoked and that this Designation of Beneficiary may
only be revoked in writing, signed by the Grantee, and filed with the Company
prior to the Grantee's death.
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Date Grantee