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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Liberty Media Corp. 10-K 12/31/20 123:30M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.33M 2: EX-4.12 Instrument Defining the Rights of Security Holders HTML 110K 3: EX-10.57 Material Contract HTML 89K 4: EX-10.58 Material Contract HTML 71K 5: EX-10.59 Material Contract HTML 71K 6: EX-21 Subsidiaries List HTML 48K 7: EX-23.1 Consent of Expert or Counsel HTML 40K 11: EX-99.1 Miscellaneous Exhibit HTML 966K 8: EX-31.1 Certification -- §302 - SOA'02 HTML 41K 9: EX-31.2 Certification -- §302 - SOA'02 HTML 40K 10: EX-32 Certification -- §906 - SOA'02 HTML 37K 18: R1 Document And Entity Information HTML 121K 19: R2 Consolidated Balance Sheets HTML 181K 20: R3 Consolidated Balance Sheets (Parenthetical) HTML 71K 21: R4 Consolidated Statements of Operations HTML 175K 22: R5 Consolidated Statements of Comprehensive Earnings HTML 75K (Loss) 23: R6 Consolidated Statements of Cash Flows HTML 127K 24: R7 Consolidated Statements of Equity HTML 112K 25: R8 Basis of Presentation HTML 44K 26: R9 Tracking Stocks HTML 55K 27: R10 Summary of Significant Accounting Policies HTML 258K 28: R11 Supplemental Disclosures to Consolidated HTML 78K Statements of Cash Flows 29: R12 Acquisitions and Restructurings HTML 87K 30: R13 Assets And Liabilities Measured At Fair Value HTML 97K 31: R14 Investments In Affiliates Accounted For Using The HTML 138K Equity Method 32: R15 Goodwill and Intangible Assets HTML 103K 33: R16 Debt HTML 251K 34: R17 Leases HTML 127K 35: R18 Income Taxes HTML 174K 36: R19 Stockholders' Equity HTML 42K 37: R20 Related Party Transactions with Officers and HTML 44K Directors 38: R21 Stock-Based Compensation HTML 208K 39: R22 Employee Benefit Plans HTML 37K 40: R23 Other Comprehensive Earnings (Loss) HTML 115K 41: R24 Commitments and Contingencies HTML 53K 42: R25 Information About Liberty's Operating Segments HTML 270K 43: R26 Summary of Significant Accounting Policies HTML 305K (Policies) 44: R27 Summary of Significant Accounting Policies HTML 210K (Tables) 45: R28 Supplemental Disclosures to Consolidated HTML 79K Statements of Cash Flows (Tables) 46: R29 Acquisitions and Restructurings (Tables) HTML 85K 47: R30 Assets And Liabilities Measured At Fair Value HTML 95K (Tables) 48: R31 Investments In Affiliates Accounted For Using The HTML 134K Equity Method (Tables) 49: R32 Goodwill and Intangible Assets (Tables) HTML 105K 50: R33 Debt (Tables) HTML 210K 51: R34 Leases (Tables) HTML 149K 52: R35 Income Taxes (Tables) HTML 173K 53: R36 Stock-Based Compensation (Tables) HTML 206K 54: R37 Other Comprehensive Earnings (Loss) (Tables) HTML 115K 55: R38 Information About Liberty's Operating Segments HTML 266K (Tables) 56: R39 Financial Information for Tracking Stock Groups HTML 1.13M (Tables) 57: R40 Basis of Presentation (Details) HTML 44K 58: R41 Basis of Presentation - Liberty Media Acquisition HTML 80K Corporation (Details) 59: R42 Tracking Stocks - Reattribution (Details) HTML 97K 60: R43 Tracking Stocks - Additional Information (Details) HTML 179K 61: R44 Summary of Significant Accounting Policies HTML 70K (Details) 62: R45 Summary of Significant Accounting Policies - HTML 60K Revenue recognition - Deferred revenue (Details) 63: R46 Summary of Significant Accounting Policies - HTML 47K Revenue recognition - Performance obligations (Details) 64: R47 Summary of Significant Accounting Policies - HTML 56K Revenue recognition - Disaggregation of revenue - SIRIUS XM (Details) 65: R48 Summary of Significant Accounting Policies - HTML 46K Revenue recognition - Disaggregation of revenue - Formula 1 (Details) 66: R49 Summary of Significant Accounting Policies - HTML 46K Revenue recognition - Disaggregation of revenue - Braves Holdings (Details) 67: R50 Summary of Significant Accounting Policies - HTML 67K Stock-Based Compensation (Details) 68: R51 Summary of Significant Accounting Policies - EPS HTML 79K (Details) 69: R52 Supplemental Disclosures to Consolidated HTML 52K Statements of Cash Flows (Details) 70: R53 Supplemental Disclosures to Consolidated HTML 46K Statements of Cash Flows - Cash flow changes, reconciliation of components of cash (Details) 71: R54 Acquisitions and Restructurings - Stitcher HTML 58K (Details) 72: R55 Acquisition and Restructurings - Simplecast HTML 53K (Details) 73: R56 Acquisitions and Restructurings - Automatic Labs HTML 40K (Details) 74: R57 Acquisitions and Restructurings - Pandora HTML 55K (Details) 75: R58 Acquisitions and Restructurings - Pandora HTML 105K Acquisition Price Allocation (Details) 76: R59 Assets And Liabilities Measured At Fair Value HTML 51K (Details) 77: R60 Assets And Liabilities Measured At Fair Value - HTML 54K Realized and Unrealized Gains (Losses) on Financial Instruments (Details) 78: R61 Investments In Affiliates Accounted For Using The HTML 57K Equity Method (Details) 79: R62 Investments In Affiliates Accounted For Using The HTML 54K Equity Method - Share Of Earnings (Losses) Of Affiliates (Details) 80: R63 Investments In Affiliates Accounted For Using The HTML 81K Equity Method - Sirius XM Canada (Details) 81: R64 Investments In Affiliates Accounted For Using The HTML 51K Equity Method - SoundCloud (Details) 82: R65 Goodwill and Intangible Assets - Goodwill HTML 50K Rollforward (Details) 83: R66 Goodwill and Intangible Assets - Intangible Assets HTML 41K Not Subject to Amortization (Details) 84: R67 Goodwill and Intangible Assets - Intangible Assets HTML 57K Subject to Amortization (Details) 85: R68 Goodwill and Intangible Assets - Amortization HTML 48K (Details) 86: R69 Goodwill and Intangible Assets - Impairments HTML 44K (Details) 87: R70 Debt (Details) HTML 231K 88: R71 Debt - Narrative (Details) HTML 507K 89: R72 Debt - Braves Holdings Notes (Details) HTML 62K 90: R73 Debt - Formula 1 (Details) HTML 103K 91: R74 Debt - Fair Value of Debt (Details) HTML 64K 92: R75 Debt - Five Year Maturities (Details) HTML 45K 93: R76 Leases - Effect of adoption (Details) HTML 61K 94: R77 Leases - Components of lease expense (Details) HTML 48K 95: R78 Leases - Weighted average lease term and discount HTML 42K rate (Details) 96: R79 Leases - Supplemental balance sheet information HTML 70K related to leases (Details) 97: R80 Leases - Supplemental cash flow information HTML 39K related to leases (Details) 98: R81 Leases - Finance leases and Operating leases HTML 73K (Details) 99: R82 Income Taxes (Details) HTML 69K 100: R83 Income Taxes - Effective Income Tax Rate, Tax Rate HTML 68K Reconciliation (Details) 101: R84 Income Taxes - Tax Effects And Reconciliation Of HTML 117K Unrecognized Tax Benefits (Details) 102: R85 Stockholders' Equity (Details) HTML 74K 103: R86 Related Party Transactions with Officers and HTML 64K Directors (Details) 104: R87 Related Party Transactions with Officers and HTML 47K Directors - Chairman's Employment Agreement (Details) 105: R88 Stock-Based Compensation - Grants of stock options HTML 120K (Details) 106: R89 Stock-Based Compensation - Liberty - Outstanding HTML 117K Awards (Details) 107: R90 Stock-Based Compensation - SIRIUS XM Holdings HTML 86K (Details) 108: R91 Employee Benefit Plans (Details) HTML 35K 109: R92 Other Comprehensive Earnings (Loss) (Details) HTML 62K 110: R93 Other Comprehensive Earnings (Loss) - Tax Effects HTML 53K of Components of OCI (Details) 111: R94 Commitments and Contingencies (Details) HTML 111K 112: R95 Information About Liberty's Operating Segments HTML 48K (Details) 113: R96 Information About Liberty's Operating Segments - HTML 72K Revenue and Adjusted OIBDA (Details) 114: R97 Information About Liberty's Operating Segments - HTML 82K Other Information (Details) 115: R98 Information About Liberty's Operating Segments - HTML 64K Reconciliation Of Segment Adjusted OIBDA (Details) 116: R99 Information About Liberty's Operating Segments - HTML 48K Revenue and Long-Lived Assets by Geographic Area (Details) 117: R100 Financial Information for Tracking Stock Groups - HTML 164K Balance Sheet (Details) 118: R101 Financial Information for Tracking Stock Groups - HTML 161K Statement of Operations (Details) 119: R102 Financial Information for Tracking Stock Groups - HTML 185K Cash Flows (Details) 121: XML IDEA XML File -- Filing Summary XML 227K 17: XML XBRL Instance -- lmca-20201231x10k_htm XML 8.40M 120: EXCEL IDEA Workbook of Financial Reports XLSX 214K 13: EX-101.CAL XBRL Calculations -- lmca-20201231_cal XML 377K 14: EX-101.DEF XBRL Definitions -- lmca-20201231_def XML 2.79M 15: EX-101.LAB XBRL Labels -- lmca-20201231_lab XML 3.49M 16: EX-101.PRE XBRL Presentations -- lmca-20201231_pre XML 3.23M 12: EX-101.SCH XBRL Schema -- lmca-20201231 XSD 482K 122: JSON XBRL Instance as JSON Data -- MetaLinks 807± 1.29M 123: ZIP XBRL Zipped Folder -- 0001558370-21-001967-xbrl Zip 898K
Exhibit 10.57
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and effective as of the date specified in Schedule I hereto (the “Grant Date”), by and between the issuer specified in Schedule I hereto (the “Company”) and you.
The Company has adopted the incentive plan that governs the Options specified in Schedule I hereto (as has been or may hereafter be amended, the “Plan”), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and, by this reference, made a part hereof. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan.
Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to grant you an Award of Options, subject to the conditions and restrictions set forth in this Agreement and in the Plan, in order to provide you with additional remuneration for services rendered, to encourage you to remain in the service or employ of the Company or its Subsidiaries and to increase your personal interest in the continued success and progress of the Company.
The Company and you therefore agree as follows:
“Agreement” has the meaning specified in the preamble to this Agreement.
“Business Day” means any day on which stock exchanges in the United States are open for trading.
“Cause” has the meaning specified as “cause” in Section 10.2(b) of the Plan.
“Close of Business” means, on any day, 4:00 p.m., New York, New York time.
“Common Stock” has the meaning specified in Schedule I hereto.
“Company” has the meaning specified in the preamble to this Agreement.
“Confidential Information” has the meaning specified in Section 11 (Confidential Information).
“Disability” has the meaning specified as “Disability” in Section 2.1 of the Plan.
“Employment Termination Date” means the date of termination of your employment with the Company or a Subsidiary, as applicable.
“Exercise Notice” has the meaning specified in Section 4(i)(1) (Manner of Exercise).
“Forfeitable Benefits” has the meaning specified in Section 29 (Forfeiture for Misconduct and Repayment of Certain Amounts).
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“Grant Date” has the meaning specified in the preamble to this Agreement.
“Misstatement Period” has the meaning specified in Section 29 (Forfeiture for Misconduct and Repayment of Certain Amounts).
“Option(s)” has the meaning specified in Section 2 (Award).
“Option Exercise Price” means, with respect to each type of Common Stock for which Options are granted hereunder, the amount specified in Schedule I hereto as the Option Exercise Price for such Common Stock.
“Option Termination Date” has the meaning specified in Schedule I hereto.
“Plan” has the meaning specified in the preamble to this Agreement.
“Plan Administrator” has the meaning specified in Section 13 (Plan Administrator).
“Required Withholding Amount” has the meaning specified in Section 5 (Mandatory Withholding for Taxes).
“Section 409A” has the meaning specified in Section 28 (Code Section 409A).
“Year of Continuous Service” means a consecutive 12-month period, measured by your hire date (as determined by the Company) and the anniversaries of that date, during which you are employed by the Company or a Subsidiary (or an applicable predecessor of the Company) without interruption. If you were employed by a Subsidiary at the time of such Subsidiary’s acquisition by the Company, your employment with the Subsidiary prior to the acquisition date will be included in determining your Years of Continuous Service unless the Plan Administrator, in its sole discretion, determines that such prior employment will be excluded.
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Notwithstanding any period of time referenced in this Section 7 or Schedule I hereto or any other provision of this Agreement that may be construed to the contrary, the Options will in any event terminate at the Close of Business on the Option Termination Date. Notwithstanding anything herein or the Plan to the contrary, if the Options would otherwise expire when trading in the Common Stock is prohibited by law or the Company’s insider trading policy pursuant to an event-specific occurrence (as determined by the Company), then the Options shall instead expire on the 30th day after the expiration of such prohibition.
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Nonqualified Stock Option Agreement
[Insert Grant Code]
Grant Date: | [____________] |
Issuer/Company: | Liberty Media Corporation, a Delaware corporation |
Plan: | Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended from time to time |
Common Stock: | Series C Liberty Braves Common Stock (“BATRK Common Stock”); Series C Liberty Formula One Common Stock (“FWONK Common Stock”); and/or Series C Liberty SiriusXM Common Stock (“LSXMK Common Stock”), as applicable |
Option Termination Date: | [____________] |
Option Exercise Price: | BATRK Common Stock:$[______] FWONK Common Stock: $[______] LSXMK Common Stock:$[______] |
General Vesting Schedule: | Subject to your continuous employment with the Company from the Grant Date through the following applicable vesting date, each class of the Options will vest and become exercisable, rounded down to the nearest whole number, on the following schedule: Vesting Date Vesting Percentage [____________] [____________]% [____________] [____________]% [____________] [____________]% |
| Each portion of the Options that relates to a particular type of Common Stock and is subject to a particular vesting date is referred to herein as an individual “Tranche” (e.g., if this Award includes Options to acquire three types of Common Stock and there are three vesting dates for each type of Common Stock, then there are nine Tranches). |
Vesting Terms Upon a Termination without Cause: | Notwithstanding Section 3(a) of the Agreement, if your employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, subject to your execution of, and delivery to the Company in accordance with the notice requirements of this Agreement, a general release agreement in a form satisfactory to the Company and such release becoming irrevocable in accordance |
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with its terms, in each case, no later than 60 days following the Employment Termination Date (the “Release Conditions”), a Pro Rata Portion (as defined below) of each remaining unvested Tranche will become vested and exercisable upon the Release Conditions being met. For purposes of this Agreement, a Pro Rata Portion shall be equal to the product of “A” multiplied by “B,” where “A” equals the number of Options in the applicable Tranche that are not vested on the Employment Termination Date, and “B” is a fraction, the numerator of which is the number of calendar days that have elapsed from the Grant Date through the Employment Termination Date plus (i) an additional 270 calendar days if you are an Assistant Vice President or Vice President of the Company or a Subsidiary on the Employment Termination Date or (ii) an additional 365 calendar days if you are a Senior Vice President, Executive Vice President or Chief of the Company or a Subsidiary on the Employment Termination Date, and the denominator of which is the number of days in the entire vesting period for such Tranche (in no event to exceed the total number of unvested Options in such Tranche as of the Employment Termination Date). The vesting period for each Tranche of Options is the period that begins on the Grant Date and ends on the vesting date for such Tranche. | |
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Post-Termination without Cause Exercise Period: | Notwithstanding Section 7(b)(i) of the Agreement, if your employment with the Company or a Subsidiary is terminated by the Company or such Subsidiary without Cause, subject to the Release Conditions being met, those Options which are then exercisable (after taking into account the applicable accelerated vesting treatment) shall remain exercisable for the period of time beginning on the Employment Termination Date and continuing for the number of days that is equal to the sum of (i) 90, plus (ii) 180 multiplied by your total Years of Continuous Service. |
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Company Notice Address: | Liberty Media Corporation 12300 Liberty Boulevard Attn: Chief Legal Officer |
Company Website: | |
Plan Access: | You can access the Plan via the link at the end of the Agreement or by contacting Liberty Media Corporation’s Legal Department. |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Liberty Media Corp. 10-K 12/31/23 120:28M Toppan Merrill Bridge/FA 3/01/23 Liberty Media Corp. 10-K 12/31/22 121:29M Toppan Merrill Bridge/FA 2/25/22 Liberty Media Corp. 10-K 12/31/21 125:30M Toppan Merrill Bridge/FA 11/04/21 Liberty Media Corp. S-3ASR 11/04/21 3:236K Toppan Merrill/FA |