Exhibit 10.1


 





Execution Version







 


LIBERTY MEDIA CORPORATION


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (this “Agreement”), dated effective as of December 13, 2019 (the “Effective Date”),
is made by and between Liberty Media Corporation, a Delaware corporation (the “Company”), and Gregory
B. Maffei (the “Executive”).


 


RECITALS


 


A.             
The Company has determined that it is in the best interests of the Company and its stockholders to continue to employ the
Executive as its President and Chief Executive Officer.


 


B.             
The Company wishes to assure itself of the services of the Executive for the period hereinafter provided, and the Executive
is willing to be employed by the Company for said period, upon the terms and conditions provided in this Agreement.


 


NOW, THEREFORE,
in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is mutually acknowledged, the Company and the Executive agree as follows:


 


1.            
Definitions.


 


(a)          
“Aggregate Equity Incentive Target Amount” means $17,500,000.


 


(b)         
“Aggregate Target Bonus” means $17,000,000.


 


(c)         
“Annual Equity Awards” has the meaning set forth in Section 4.11(a).


 


(d)         
“Board” means the Board of Directors of the Company.


 


(e)         
“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.


 


(f)           “Cause”
means: (i) the Executive’s willful failure to follow the lawful instructions of the Board (other than due to
Disability); (ii) the commission by the Executive of any fraud, misappropriation or misconduct that causes demonstrable
material injury to the Company or any Subsidiary; (iii) the Executive’s conviction of, or plea of guilty or nolo
contendere to, a felony; or (iv) the Executive’s failure to comply in any material respect with this Agreement or any
other written agreement between the Executive, on the one hand, and the Company or any Subsidiary, on the other, if such
failure causes demonstrable material injury to the Company or any Subsidiary. Notwithstanding anything contained herein to
the contrary, the Executive’s employment may not be terminated for Cause pursuant to clause (i), (ii) or (iv) above
unless (A) the decision is made by a majority of the Board at a Board meeting where the Executive and his counsel had an
opportunity to be heard on at least ten days’ prior written notice; (B) the Company provides the Executive with written
notice of the Board’s decision to terminate the Executive’s employment for Cause specifying the particular act(s)
or failure(s) to act serving as the basis for such decision; and (C) if such act or failure to act is capable of being cured,
the Executive fails to cure any such act or failure to act to the reasonable satisfaction of the Board within ten days after
such notice.


 






    


     


    

 


For purposes of this
Agreement, no act or failure to act, on the part of the Executive, will be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission
was legal, proper, and in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be conclusively presumed to be
done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.


 


For the avoidance of
doubt, the terms “Cause” and “willful,” when used in connection with service provided to a Service Company,
including Equity Awards issued by such Service Company, shall be read to refer to the Service Company as the Company and the Service
Company Board as the Board; provided, that Cause with respect to a Service Company shall not constitute Cause (i) with respect
to any other Service Company absent a determination by such other Service Company of Cause or (ii) with respect to the Company
absent a determination by the Company of Cause.


 


(g)          
“Change in Control” means, with respect to the period following the Effective Date:


 


(i)              
any merger, consolidation or share exchange to which the Company is a party as a result of which Persons who are
common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding
capital stock of the surviving corporation ordinarily (and apart from the rights accruing under special circumstances) having the
right to vote in the election of directors immediately following such merger, consolidation or share exchange,


 


(ii)             
the adoption of any plan or proposal for the liquidation or dissolution of the Company,


 


(iii)           
any sale, lease, exchange or other transfer (in one transaction or a series of related transactions, but excluding
Spin Transactions (as defined below)) of all, or substantially all, of the assets of (1) the Company or (2) the Company’s
Subsidiaries, taken as a whole,


 


(iv)            
at any time during any period of two consecutive years beginning on or after the Effective Date, individuals who
at the beginning of such period were members of the Board (“Original Directors”) together with new directors,
if any, whose election or nomination for election to the Board was recommended or approved by a majority of the Original Directors
and new directors whose nomination had previously been so approved, cease for any reason to constitute a majority of the then incumbent
members of the Board,


 






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(v)              
any transaction (or series of related transactions) in which any person (as such term is defined in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any of its Subsidiaries, any employee benefit
plan sponsored by the Company or any of its Subsidiaries, any Exempt Person (as defined in the Company Incentive Plan as in effect
on the date hereof) or any member of the Malone Group or the Maffei Group) shall become the “beneficial owner” (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing
under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under
the Exchange Act in the case of rights to acquire the Company's securities),


 


(vi)            
a spin-off, split-off, split-up or other similar event or events, either in a single transaction or in a series of
related or unrelated transactions (provided that such related or unrelated transactions occur during a period of 24 consecutive
months) (any such transaction or series of related transactions, a “Spin Transaction”), pursuant to which
assets of the Company or of one or more of its Subsidiaries representing more than 40% of the aggregate market capitalization of
the Company and its Subsidiaries (taken as a whole and determined in good faith by the Board) are directly or indirectly transferred
or distributed by dividend or otherwise, excluding any Spin Transaction in which (A) the Executive is appointed as the chief executive
officer of the separate publicly-traded entity that is the subject of such Spin Transaction, whether or not he elects to accept
such appointment, and (B) any equity-based awards previously granted by the Company to the Executive are adjusted in a manner that
(1) preserves the intrinsic value of such equity-based award (or, in the case of the grant of a new equity-based award, preserves
the intrinsic value of the equity-based award in respect of which such equity-based award is granted) and (2) complies with, or
is exempt from, Section 409A of the Code (an “Excluded Spin Transaction”). For the purpose of calculating
whether the 40% threshold described in this clause (vi) has been reached or exceeded in a series of two or more transactions, the
following calculation will apply:


 


X                =             40
- P


   100 - P


 


where


 


		X	=	percentage of market capitalization required to reach the 40% threshold as of the date of the second or any subsequent transaction;
and



 


		P	=	percentage of market capitalization disposed of in each Spin Transaction (including, for the avoidance of doubt, on an aggregate
basis as to a series of related transactions), determined as of the date of each such transaction,



 






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(vii)            
If John C. Malone ceases to be the Chairman of the Board of the Company and Executive is not appointed by the Board
to replace John C. Malone as Chairman of the Board with executive authority (unless Executive expressly declines the position in
writing); or


 


(viii)          
(1) any transaction or series of related transactions as a result of which (A) members of the Malone Group cease
to control at least 20% of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from
rights accruing under special circumstances) having the right to vote in the election of directors (“Company Voting
Stock”) (for the avoidance of doubt, determination of voting power for all purposes of this definition shall be calculated
on an outstanding share basis and will not take into account shares underlying unexercised equity awards), and (B) at the time
the condition prescribed in clause (A) is satisfied or immediately following the satisfaction of such condition, the Maffei Group
does not control at least 20% of the combined voting power of the then outstanding Company Voting Stock; or (2) any Person (or
“group” as defined for purposes of Section 13(d) of the Exchange Act), other than members of the Maffei Group, controls
a combined voting power of the then outstanding Company Voting Stock in excess of the combined voting power of the then outstanding
Company Voting Stock controlled by the Malone Group.


 


For the avoidance of doubt,


 


(1)              
For purposes of this definition, (A) the term “Change in Control,” when used in connection with service
provided to a Service Company or Equity Awards issued by a Service Company, shall be read to refer to the Service Company as the
Company and the Service Company Board as the Board; (B) clause (vii) will not apply to the extent John C. Malone is not currently
serving as the Chairman of the Board of such Service Company; (C) clause (viii) will not apply to the extent that the Malone Group
does not beneficially own (within the meaning of Rule 13d-3 of the Exchange Act), directly or indirectly, securities of the Service
Company representing at least 20% of the combined voting power of the then outstanding Company Voting Stock of such Service Company
as of the date hereof; and (D) a Change in Control of a Service Company shall not constitute a Change in Control of the Company
or any other Service Company; and


 


(2)              
in no event will a transaction or series of related transactions involving a combination between the Company and
one or more Service Companies or a combination of one or more Service Companies constitute a Change in Control if the Malone Group
and/or the Maffei Group control securities representing at least 20% of the combined voting power of the surviving parent entity
resulting from such transaction or series of related transactions.


 


 


(h)         
“Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.


 


(i)          
“Code” means the Internal Revenue Code of 1986, as amended.


 






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(j)          
“Common Stock” means, with regard to the Company, Series C Common Stock or, with regard to a Service
Company, Service Company Common Stock, as applicable.


 


(k)         
“Company Incentive Plan” means the Company’s 2017 Omnibus Incentive Plan, as it may be amended
from time to time, or any successor incentive plan approved by the Company’s stockholders.


 


(l)          
“Compensation Committee” means the compensation committee of the Board


 


(m)       
“Disabled” or “Disability” means the Executive’s inability to substantially
perform his duties to the Company due to physical or mental impairment for six consecutive months and, within 30 days after a notice
of termination is given to the Executive, the Executive continues to be unable to substantially perform his duties to the Company
due to physical or mental impairment. Notwithstanding the foregoing, the Executive will not be considered Disabled unless the Executive
is also “disabled,” as such term is defined under Section 409A(a)(2)(C) of the Code.


 


(n)        
“Equity Awards” means the Term Awards and the Annual Equity Awards.


 


(o)        
“Equity Award Agreements” means the award agreements pursuant to which the Equity Awards are granted.


 


(p)        
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any
successor statute or statutes thereto.


 


(q)        
“Executive Election Notice” has the meaning specified in Section 4.11(c).


 


(r)          
“Fundamental Corporate Event” means a corporate event with respect to the Company or any Service
Company which results in a change to the number or type of shares of stock subject to an Equity Award, including a stock dividend,
stock split, reverse stock split, reclassification, recapitalization, reorganization, split-up, spin-off, combination, share exchange,
merger, consolidation or similar corporate event.


 


(s)         
“GCI Liberty” means GCI Liberty, Inc., a Delaware corporation.


 


(t)          
“Good Reason” means the occurrence of any of the following
events:


 


(i)              
the failure of the Company to appoint the Executive to, or to permit him to remain in, the positions set forth in
Section 3, if that failure is not cured within 10 days after written notice from the Executive;


 


(ii)              the
assignment by the Company to the Executive of duties materially inconsistent with his status as the chief executive officer
of a publicly-traded company or any material diminution in the Executive’s duties and/or responsibilities,
reporting obligations, titles or authority, as set forth in Section 3, or, if the Executive becomes the Chairman of
the Board of the Company with executive authority, any material diminution in the Executive’s title or authority as
such, in any case, if that inconsistency or diminution is not cured within 10 days after written notice from the
Executive;


 






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(iii)            
a reduction by the Company of the Executive’s Base Salary or Aggregate Target Bonus (it being acknowledged
that the Company will have no obligation to actually award any bonus) or of the Aggregate Equity Incentive Target Amount (it being
acknowledged that the vesting of Annual Equity Awards may be subject to Performance Metrics in accordance with the applicable Equity
Award Agreement and this Agreement);


 


(iv)            
the Company’s failure to provide any payments or employee benefits required to be provided to the Executive
and continuation of that failure for 10 days after written notice from the Executive;


 


(v)              
any purported termination by the Company of the Executive’s employment for Cause which is not substantially
effected pursuant to the procedures described in Section 1(f);


 


(vi)            
a Change in Control; provided that the Executive may exercise his right to terminate his employment for Good Reason
pursuant to this Section 1(t)(vi) only during the 30-day period that commences 90 days after the occurrence of such Change
in Control;


 


(vii)            
any material breach by the Company or any Subsidiary of the Agreement or any other written agreement between the
Executive, on the one hand, and the Company or any Subsidiary, on the other, by the Company or such Subsidiary, if not cured within
10 days after written notice from the Executive; and/or


 


(viii)          
a failure of the Company to have any successor to the Company assume in writing the Company’s obligations under
the Agreement, if not cured within 10 days after written notice from the Executive.


 


Notwithstanding the foregoing, Good Reason
will not be deemed to exist unless the Executive gives the Company notice within 120 days (or such shorter period specified in
clause (vi) above with respect to a Change in Control) after the occurrence of the event which the Executive believes constitutes
the basis for Good Reason, specifying the particular act or failure to act which the Executive believes constitutes the basis for
Good Reason.


 


For the avoidance of doubt, the term
“Good Reason,” when used in connection with service provided to or Equity Awards issued by a Service Company, (A)
shall be read to refer to the Service Company as the Company and the Service Company Board as the Board, (B) clauses (i) and
(ii) shall be read to refer to the applicable position(s) in which the Executive currently serves with respect to the Service
Company, (C) clause (iii) shall be read to refer to the portion of the Aggregate Target Bonus and Aggregate Equity Incentive
Target Amount allocated to the applicable Service Company (and, for the avoidance of doubt, in no event will the reallocation
of Aggregate Target Bonus and Aggregate Equity Incentive Target Amount between or among the Company and the Service Companies
in compliance with this Agreement constitute Good Reason with respect to the Company or any Service Company), (D) clause (vi)
shall be read to refer to a Change in Control of such Service Company only and (E) clause (viii) shall not apply; provided,
that Good Reason with respect to a Service Company shall not constitute Good Reason with respect to the Company or any other
Service Company.


 






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(u)         
“Incentive Plan” means the Company Incentive Plan or the applicable Service Company Incentive
Plan.


 


(v)         
“Liberty Broadband” means Liberty Broadband Corporation, a Delaware corporation.


 


(w)        
“LMC Target Amount” has the meaning specified in Section 4.11(b).


 


(x)       
 “LMC Term Options” means time-vested Options granted pursuant to Section 4.10 by the Company
to Executive with respect to Series C Common Stock.


 


(y)        
“Maffei Group” means Gregory B. Maffei, his spouse, his children and other lineal descendants
or any trust, foundation or other Person established by a member of the Maffei Group for the benefit of one or more members of
the Maffei Group or for a charitable purpose, as well as any group (as defined for purposes of Section 13(d) of the Exchange Act)
that is controlled by Gregory B. Maffei.


 


(z)         
“Malone Group” means John C. Malone, his spouse, his children and other lineal descendants or
any trust, foundation or other Person established by a member of the Malone Group for the benefit of one or more members of the
Malone Group or for a charitable purpose.


 


(aa)       
“Option” has the meaning specified in the Company Incentive Plan or the applicable Service Company
Incentive Plan.


 


(bb)     
 “Performance Metrics” means Performance Objectives (as defined in the applicable Incentive Plan)
and any other performance criteria, metric, target or other measure, and required levels of achievement with respect thereto, whether
objective, subjective or discretionary, applicable to the Executive in connection in any way with the establishment or grant of
any performance-based equity, bonus or other award.


 


(cc)      
“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated
or unincorporated association, joint venture or other entity of any kind.


 


(dd)     
“Qurate” means Qurate Retail, Inc., a Delaware corporation.


 


(ee)      
“Restricted Stock Unit” has the meaning specified in the Company Incentive Plan or the applicable
Service Company Incentive Plan.


 


(ff)        
“Separation” means the Executive’s “separation from service” from the Company
or, with respect to service to a Service Company, from such Service Company, as defined in Treasury Regulation Section 1.409A-1(h).


 






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(gg)      
“Series C Common Stock” means the Series C Common Stock of the Company, including Series C
Liberty SiriusXM Common Stock, par value $.01 per share (“LSXMK Shares”), Series C Liberty Braves
Common Stock, par value $.01 per share (“BATRK Shares”), Series C Liberty Formula One Common Stock
(“FWONK Shares”), and any other series of common stock of the Company into which such shares are reclassified,
converted or exchanged.


 


(hh)      
“Service Company” means, individually, any of Qurate, TripAdvisor Holdings, GCI Liberty, or Liberty
Broadband. The term “Service Company” will also include any other entity that becomes a Service Company after the Effective
Date as described in Section 3.4.


 


(ii)        
“Service Company Board” means board of directors of the applicable Service Company.


 


(jj)         
“Service Company Common Stock” means, as applicable with respect to the corresponding Service
Company, the Series A Common Stock of Qurate Retail, par value $.01 per share (“QRTEA Shares”), the Series
A Common Stock of GCI Liberty, par value $.01 per share (“GLIBA Shares”), the Series C Common Stock of
Liberty Broadband, par value $.01 per share (“LBRDK Shares”), the Series B Common Stock of TripAdvisor
Holdings, par value $.01 per share (“LTRPB Shares”), and any other series of common stock of the applicable
Service Company into which such shares are reclassified, converted or exchanged. Service Company Common Stock will further include
any series of common stock specified with respect to any other entity that becomes a Service Company after the Effective Date as
described in Section 3.4.


 


(kk)      
“Service Company Compensation Committee” means the compensation committee of the applicable Service
Company Board.


 


(ll)         
“Service Company Incentive Plan” means any or all of, as applicable, the Qurate Retail, Inc. 2016
Omnibus Incentive Plan, as amended and restated as of May 23, 2018, the Liberty Broadband Corporation 2019 Omnibus Incentive Plan,
as established as of May 23, 2019, the Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan, as established as of May
23, 2019, and the GCI Liberty, Inc. 2018 Omnibus Incentive Plan, as established as of March 9, 2018, as each such plan may be amended
from time to time, or any successor equity incentive plan approved by the stockholders of a Service Company. Service Company Incentive
Plan will further include any incentive plan specified with respect to any other entity that becomes a Service Company after the
Effective Date as described in Section 3.4.


 


(mm)     
“Service Company Target Amount” has the meaning specified in Section 4.11(b).


 


(nn)      
“Service Company Term Award” means a time-vested equity award granted pursuant to Section 4.10
by a Service Company to Executive with respect to the applicable Service Company Common Stock.


 


(oo)       
“Services Agreement” means each Services Agreement between the Company and a Service Company existing
as of the date hereof, as such agreements may be amended from time to time, together with each Services Agreement to be entered
into with any other entity that becomes a Service Company after the Effective Date as described in Section 3.4.


 






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(pp)      
“Severance Benefits” means any payments or benefits that may become payable to the Executive pursuant
to Section 5.1, Section 5.2, Section 5.3 or Section 5.5 upon a Separation, other than the Standard
Entitlements.


 


(qq)      
“Severance Commencement Date” has the meaning specified in Section 5.6.


 


(rr)        
“Standard Entitlements” has the meaning specified in Section 5.1(a)(iii).


 


(ss)       
“Subsidiary” means a Subsidiary of the Company, as the term Subsidiary is defined in the Company
Incentive Plan or, with respect to a Service Company, as the term Subsidiary is defined in the applicable Service Company Incentive
Plan.


 


(tt)         
“Term Awards” means LMC Term Options or Service Company Term Awards.


 


(uu)      
“TripAdvisor Holdings” means Liberty TripAdvisor Holdings, Inc., a Delaware corporation.


 


2.           
Employment Period. The Company will employ the Executive and the Executive accepts such employment for the
period beginning on January 1, 2020 and, unless earlier terminated upon the Executive’s Separation, ending at the Close of
Business on December 31, 2024 (the “Employment Period”).


 


3.           
Title, Position and Duties.


 


3.1         
Title and Reporting. During the Employment Period, the Executive will be employed as the Company’s President
and Chief Executive Officer, and he will report solely and directly to the Board. All other employees of the Company (other than
the Chairman of the Board, if the Chairman of the Board is an employee of the Company) will report to the Executive or his designees.


 


3.2        
Board Position. The Executive will continue to serve as a member of the Board immediately following the Effective
Date and, so long as there is an Executive Committee of the Board, will continue to serve on such committee for so long as the
Executive serves on the Board. Throughout the Employment Period, the Company will nominate and recommend to the stockholders of
the Company that the Executive be elected to the Board whenever the Executive is scheduled to stand or stands for reelection to
the Board at any of the Company’s annual stockholder meetings during the Employment Period. Upon termination of the Executive’s
employment by the Company for any reason or voluntarily by the Executive for any reason, the Executive will promptly resign from
the Company’s Board.


 


3.3         
Duties. In his capacity as President and Chief Executive Officer, the Executive will perform such duties during
the Employment Period as are consistent with his title and position as President and Chief Executive Officer of a publicly-traded
company. No other employee of the Company will have authority or responsibilities that are equal to or greater than those of the
Executive (other than the Chairman of the Board, if the Chairman of the Board is an employee of the Company). Notwithstanding the
foregoing, the Executive will not be required to perform any duties or responsibilities which would be likely to result in non-compliance
with, or a violation of, any applicable law or regulation


 






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3.4         
Service Companies. As of the commencement of the Employment Period, consistent with the Services Agreements,
the Executive will also serve as the President and CEO of Liberty Broadband, GCI Liberty and TripAdvisor Holdings, as Executive
Chairman of Qurate, and as a director of each of such entities and for so long as Executive holds such positions, Executive agrees
to perform such duties as are consistent with such titles and positions with publicly-traded companies. In the event of a Spin
Transaction or Excluded Spin Transaction (and subject to clause (vi) of the definition of Change in Control and the Executive’s
related rights with respect to a potential Good Reason termination), the Company may agree to provide services with respect to
additional Service Companies and to the appointment of the Executive to senior executive officer and director roles with respect
to such additional Service Companies, and for so long as Executive holds such positions, Executive agrees to perform such duties
as are consistent with such titles and positions with publicly-traded companies.


 


3.5         
Time and Effort. The Executive will devote his primary business efforts and abilities to the performance of
his duties to the Company and its Subsidiaries and to the Service Companies and their Subsidiaries. Executive’s appointment
to such positions with any Service Company and the performance of his duties described in Section 3.4 for any Service Company
shall not in any way be deemed (1) to breach this Agreement or any other agreement between the Executive and the Company or (2)
to interfere with the performance of his duties to the Company or to any other Service Company. In addition, the Executive will,
to the extent the same does not substantially interfere with the performance of his duties hereunder, be permitted to: (i) serve
on corporate and civic boards and committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions;
and (iii) manage personal and family investments; provided further, that notwithstanding anything contained herein to the contrary,
it is expressly understood and agreed that the continued conduct by the Executive of such activities, as listed on Exhibit
A, will not be deemed to interfere with the performance of the Executive’s responsibilities hereunder.


 


4.           
Salary, Bonus, Benefits, Expenses and Equity Grants.


 


4.1         
Salary. For calendar year 2020, the Executive’s base salary is $3,000,000 per annum (the “Base
Salary”). The Base Salary may be increased (but not decreased) by the Compensation Committee from time to time in
its discretion. The term “Base Salary” as used in this Agreement will refer to the Base Salary as it
may be so increased.


 


4.2         
Commitment Bonus. Within 5 days following the execution of this Agreement, the Executive will be entitled
to payment of a cash bonus in the amount of $5,000,000.


 


4.3           
Annual Bonus. In addition, for calendar year 2020 and each subsequent calendar year during the Employment
Period, the Executive will be eligible to receive a target bonus equal to the Aggregate Target Bonus as follows:


 


(a)           For
so long as the Executive is providing services to the Company and one or more Service Companies, the Aggregate Target Bonus
amount shall be allocated among the Company and the Service Companies initially as set forth on Exhibit B-1 
and beginning with the 2021 calendar year, allocated pursuant to Exhibit B-2 and in accordance with
the applicable Services Agreements in consultation with Executive. The Company and, pursuant to the Services Agreements, the
Service Companies, respectively, shall be responsible for the payment to Executive of its allocated portion of the Aggregate
Target Bonus, subject to Section 4.3(b), as, if and when due hereunder. The bonus, if any, payable with respect to
services performed in any calendar year will be paid prior to March 15th of the year following the year to which
such service relates.


 






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(b)         
The Executive acknowledges that payment of any bonus to the Executive may be made subject to the achievement of one
or more Performance Metrics established in good faith by the Compensation Committee (or, with respect to the portion of the Aggregate
Target Bonus allocated to the Service Companies, the applicable Service Company Compensation Committee), with such Performance
Metrics (including any specific metrics and required levels of achievement) to be consistent with the Performance Metrics (including
any specific metrics and required levels of achievement) applicable to other senior executives of the Company (or the Service Company,
as applicable) and to be relatively consistent with the Performance Metrics (including any specific metrics and required levels
of achievement) used historically by the Company in connection with its annual cash bonus program.


 


4.4         
Benefits. During the Employment Period, the Executive, and his dependents, if applicable, will be entitled
to participate in and be covered on the same basis as other senior executives of the Company, under all employee benefit plans
and programs of the Company, including without limitation vacation, retirement, health insurance and life insurance (“Benefits”).


 


4.5         
Vacation. During the Employment Period, the Executive will be entitled to paid vacation and/or paid time off
in accordance with the plans, policies, programs and practices of the Company provided generally to other senior executives of
the Company. For so long as the Executive is employed by the Company and the Service Companies, any vacation and/or paid time off
that the Executive takes will count as vacation time for purposes of his employment with the Company and all Service Companies.


 


4.6         
Perquisites. During the Employment Period, the Company will provide the Executive with those perquisites and
other personal benefits provided by the Company from time to time to its other senior executive officers during the Employment
Period. In addition, during the Employment Period, the Executive will be entitled to use of aircraft owned or leased by the Company
on the terms and conditions (except as otherwise provided in Section 5.2 and Section 5.3) set forth in the letter
agreement dated as of the date hereof between the Company and the Executive and set forth on Exhibit C (the “Aircraft
Usage Agreement”).


 


4.7         
Business Expenses. The Company will promptly pay or reimburse the Executive for reasonable expenses incurred
in connection with the Executive’s employment in accordance with the Company’s standard policies and practices as in
effect from time to time.


 


4.8          Allocation
Among Service Companies. The Company shall be responsible for payment or provision to Executive of the payments, benefits
and perquisites described in Sections 4.1, 4.2, 4.4, 4.5, 4.6 and 4.7 above.
Executive acknowledges that for so long as the Executive is providing services to the Company and one or more Service
Companies, the cost of payments, benefits and perquisites (including under the Aircraft Usage Agreement) shall be
allocated among the Company and the Service Companies, and the Company shall be reimbursed in part by the applicable Service
Companies, in accordance with the Services Agreements.


 






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4.9          
Code Section 409A Timing of Reimbursements. All reimbursements under this Agreement, including without limitation
Section 4.7, will be made as soon as practicable following submission of a reimbursement request, but no later than the
end of the year following the year during which the underlying expense was incurred (or as may be later provided in Section
9.7). Additionally, reimbursements or in-kind benefits made or provided to the Executive during any taxable year will not affect
the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year and no such reimbursements or in-kind
benefits will be subject to liquidation or exchange for another benefit.


 


4.10        
Initial Term Equity Awards. 


 


(a)          
2019 Grants. As part of the consideration for the Executive’s services to the Company during the Employment
Period, contemporaneous with entering into this Agreement or as soon as administratively practicable thereafter, pursuant to the
Company Incentive Plan, the Company granted or will grant to the Executive LMC Term Options to acquire LSXMK Shares, BATRK Shares
and FWONK Shares, and, pursuant to the applicable Service Company Incentive Plan, each Service Company granted or will grant the
Executive Service Company Term Awards, in each case consistent with the allocations set forth on Exhibit D-1. All
Options so granted had or will have an exercise price equal to the Fair Market Value (as defined in the applicable Incentive Plan)
of the applicable Common Stock on the date of grant, will have a Black-Scholes value determined in a manner consistent with Section
4.11(d) equal to the value allocated with respect to such Common Stock on Exhibit D-1 and will be evidenced by
an Option award agreement in substantially the form set forth on Exhibit E. All Restricted Stock Units so granted
by TripAdvisor Holdings had or will have a value determined in a manner consistent with Section 4.11(d) equal to the value
allocated with respect to such Common Stock on Exhibit D-1 and will be evidenced by a Restricted Stock Unit agreement
in substantially the form set forth on Exhibit F. The aggregate grant date value of the Term Awards issued pursuant
to this Section 4.10(a) equals $45,000,000, determined in a manner consistent with Section 4.11(d), and such Term
Awards will vest on December 31, 2023 (other than the Restricted Stock Units granted by TripAdvisor Holdings, which will vest on
the fourth anniversary of the grant date), subject to the terms and conditions in the applicable Equity Award Agreements.


 


(b)          2020
Grants. On or before December 15, 2020, subject to the Executive’s continued employment on such date or the earlier
occurrence of a Separation under Sections 5.1, 5.2 or 5.3 on or after January 1, 2020, pursuant to the Company
Incentive Plan, the Company will grant to the Executive LMC Term Options to acquire shares of Series C Common Stock as set
forth on Exhibit D-2. In addition, on or before December 15, 2020, subject to the Executive’s
continued employment with the Company on such date and his continued service to such applicable Service Company on such date
pursuant to Section 3.4, or the earlier occurrence of a Separation under Sections 5.1, 5.2 or 5.3
on or after January 1, 2020, pursuant to the applicable Service Company Incentive Plan, each Service Company has agreed
pursuant to the applicable Services Agreement to grant the Executive Service Company Term Awards as set forth on Exhibit
D-2. All Options granted will have an exercise price equal to the Fair Market Value (as defined in the applicable
Incentive Plan) of the applicable Common Stock on the date of grant, have a Black-Scholes value determined in a manner
consistent with Section 4.11(d) equal to the value allocated with respect to such Common Stock pursuant to this Section
4.10(b) and will be evidenced by an Option award agreement in substantially the form set forth on Exhibit
E. All Restricted Stock Units so granted by TripAdvisor Holdings will have a value determined in a manner consistent
with Section 4.11(d) equal to the value allocated with respect to such Common Stock pursuant to this Section
4.10(b) and will be evidenced by a Restricted Stock Unit agreement in substantially the form set forth on Exhibit
F. The aggregate grant date value of the Term Awards issued pursuant to this Section 4.10(b) will be
$45,000,000, determined in a manner consistent with Section 4.11(d), and such Term Awards will vest on December 31,
2024 (other than the Restricted Stock Units granted by TripAdvisor Holdings, which will vest on the fourth anniversary of the
grant date), subject to the terms and conditions in the applicable Equity Award Agreements.


 






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4.11         
Annual Equity Awards.


 


(a)         
As part of the respective consideration for the Executive’s services to the Company and for the Executive’s
Services to each Service Company, as applicable, during the Employment Period, for each of calendar years 2020, 2021, 2022, 2023
and 2024, the Company and each Service Company, respectively, will grant the following types of equity awards to the Executive
in the amounts determined in accordance with this Section 4.11: (i) performance-based Restricted Stock Units issued pursuant
to Section 4.11(c), which grants will be made pursuant to a Restricted Stock Unit award agreement in the form attached as
Exhibit G, (ii) Options issued pursuant to Section 4.11(c), which grants will be made pursuant to an Option
award agreement in the form attached as Exhibit H, or (iii) a combination of the foregoing. The Restricted Stock
Units and the Options granted to the Executive pursuant to this Section 4.11 are collectively referred to as the “Annual
Equity Awards.”


 


(b)         
No later than March 15th of each such calendar year, the Executive will be entitled to receive Annual
Equity Awards with a target value (determined pursuant to Section 4.11(d) below) equal to the Aggregate Equity Incentive
Target Amount as follows:


 


(i)                
 For so long as the Executive is providing services to the Company and one or more Service Companies, the Aggregate
Equity Incentive Target Amount shall be allocated among the Company (and the Series C Common Stock of the Company) and the Service
Companies initially as set forth on Exhibit B-1  and beginning with the 2021 calendar year, allocated as provided
in Exhibit B-2 and pursuant to the applicable Services Agreements in consultation with the Executive. The Company
and the Service Companies, respectively, shall be responsible for the issuance to Executive of Annual Equity Awards with a target
value (determined pursuant to Section 4.11(d) below) equal to its allocated portion of the Aggregate Equity Incentive Target
Amount.


 


(ii)              That
portion of the Aggregate Equity Incentive Target Amount for a given year that is allocated to the Company in accordance with
the foregoing is referred to in this Agreement as the “LMC Target Amount” for such year, and the
Company shall be responsible for the issuance to Executive of Annual Equity Awards with a target value (determined
pursuant to Section 4.11(d) below) equal to the LMC Target Amount. That portion of the Aggregate Equity Incentive
Target Amount for a given year that is allocated to each Service Company in accordance with the foregoing is referred to in
this Agreement with respect to each such Service Company as the “Service Company Target Amounts”
for such year, and such Service Company has agreed pursuant to the applicable Services Agreement to issue to Executive Annual
Equity Awards with a target value (determined pursuant to Section 4.11(d) below) equal to its Service Company Target
Amount. The Company will promptly notify the Executive in writing following the determination of the LMC Target Amount and
the Service Company Target Amounts for each calendar year during the Employment Period.


 






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(c)          
Within 5 days following the date as of which the Company has notified the Executive in writing of the LMC Target
Amount and Service Company Target Amounts for such year (or, if such notice is given by the Company during a blackout period with
respect to the applicable Common Stock, by the later of the last day of such 5 day period or two days following the end of such
blackout period), the Executive will send notice to the Company and each Service Company (each, an “Executive Election
Notice”) specifying, with respect to Annual Equity Awards to be made by the Company and by any Service Company, respectively,
the series of Common Stock as to which the Executive desires to receive the Annual Equity Awards in the form of Restricted Stock
Units and the series of Common Stock as to which the Executive desires to receive the Annual Equity Awards in the form of Options.
If the Executive does not timely deliver an Executive Election Notice for a given year, unless the Company and the Executive otherwise
agree, the LMC Target Amount and Service Company Target Amounts for such year, respectively, will be allocated 50/50 between Restricted
Stock Units and Options for each applicable series of Common Stock. Such elections described in this Section 4.11(c) shall
be annual, such that the election for one year shall not impact the election for another year. The Company and each Service Company,
as applicable, shall honor all elections timely made by Executive under this Section 4.11(c).


 


(i)                
Subject to Section 5 and the terms and provisions of the applicable Equity Award Agreement, the Annual Equity
Awards will vest based solely on continued service through December 31st of the calendar year for which the Annual Equity
Award is granted, or, in the case of Restricted Stock Units, satisfaction of pre-established Performance Metrics or a combination
of such factors, as determined annually by the Compensation Committee (or the applicable Service Company Compensation Committee,
as applicable) in consultation with the Executive. To the extent that the Annual Equity Awards are subject to Performance Metrics,
the number of shares issuable pursuant to such awards of Restricted Stock Units will be 100% of the target number of shares subject
to such award if the designated target level of performance is achieved, and will range up from 0% to 150% of the target number
of shares subject to such awards depending on the performance of the Company or the Service Company, as applicable, and the Executive
for the calendar year in question, in each case measured against the pre-established Performance Metrics established for such award


 






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(d)           With
respect to any calendar year, the Aggregate Equity Incentive Target Amount, the LMC Target Amount and each Service Company
Target Amount shall be determined as follows: (1) with respect to target number of Restricted Stock Units to be granted for
such calendar year, determined using the Company’s standard grant practices, and (2) with respect to the number of
Options to be granted in any calendar year, based on the Black-Scholes value of the Options granted, calculated using the
Company’s or applicable Service Company’s standard assumptions for valuing Options.


 


4.12        
Annual Compensation Committee Determinations. On or prior to March 15th of each calendar year beginning
with March 15, 2021 and ending on March 15, 2025, the Compensation Committee will, and the Service Companies have agreed that,
as applicable, the Service Company Compensation Committees will evaluate the achievement of any Performance Metric associated with
the Annual Equity Awards and cause the issuance of the applicable shares of Common Stock payable pursuant to such Annual Equity
Awards based on such determinations.


 


4.13         
Replacement Awards. Any restricted stock unit, restricted stock, option or other equity or equity derivative
that is issued after the Effective Date to the Executive by the Company or any other Person pursuant to a Fundamental Corporate
Event in full or partial replacement of, as an adjustment to, or otherwise with respect to, an Equity Award (a “Replacement
Award”), will (a) in the case of Term Awards, have the same term and the same vesting and exercisability terms and
conditions as the Term Awards in respect of which it was issued, and (b) in the case of Annual Equity Awards, be adjusted in accordance
with Section 4.2 of the Company Incentive Plan (or comparable provision of the applicable Service Company Incentive Plan) in such
a manner that the value and benefits or potential value and benefits intended to be made available under the Company Incentive
Plan (or comparable provision of the applicable Service Company Incentive Plan) to the Executive with respect to the Annual Equity
Award in respect of which it was issued are preserved and, without limiting the Compensation Committee’s (or, as applicable,
Service Company Compensation Committee’s) sole discretion to establish the same, the Compensation Committee or, as applicable,
Service Company Compensation Committee, will consult with the Executive in good faith regarding any Performance Metrics that are
proposed to be changed. Notwithstanding the foregoing, if the Company or the applicable Service Company is not the issuer of a
Replacement Award, the definition of Change in Control with respect to such Replacement Award will be applied with respect to the
issuer of such Replacement Award as if it were the “Company” for purposes of such definition. By way of illustration,
a Change in Control of the Company will not cause acceleration of any Replacement Awards that are not issued by the Company and
a Change in Control of the issuer of any Replacement Awards with respect to which the Company is not the issuer will not cause
acceleration of any remaining Equity Awards with respect to which the Company is the issuer. All Replacement Equity Awards will
have the same net settlement rights as the replaced Equity Award.


 


4.14          Transactions
Affecting Service Companies. If, during the Employment Period, (i) Executive ceases to provide services to a Service
Company for reasons other than a termination by the Service Company for Cause, (ii) a Service Company is combined or
consolidated with another Service Company, or (iii) a Service Company is added to the list of Service Companies in place as
of the Effective Date, the aggregate compensation payable to the Executive pursuant to this Agreement will not be
affected, but the allocation of such compensation will be adjusted among the Company and the Service Companies in accordance
with the Services Agreements. The effect of any transaction described in this Section 4.14 on any Equity Awards will
be governed by the terms of the applicable Equity Award Agreement. Consistent with the applicable Services Agreements, the
Executive agrees to cooperate in good faith with the Company and the Service Companies to resolve any dispute as to the
proper allocation of obligations pursuant to this Agreement.


 






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5.             
Termination of Employment.


 


5.1          
Termination Due to Death.


 


(a)          
Payments and Benefits. In the event of the Executive’s death, the Executive’s estate or his legal
representative, as the case may be, will receive, subject to Section 5.6:


 


(i)                
a lump sum payment equal to any Base Salary earned but unpaid as of the date of Separation;


 


(ii)             
a lump sum payment of any unpaid expense reimbursement and any amounts required by law to be paid to the Executive;


 


(iii)           
a lump sum payment of any accrued but unpaid bonus for the prior year (together with the amounts specified in Section
5.1(a)(i) and Section 5.1(a)(ii), the “Standard Entitlements”); and


 


(iv)            
the payments and benefits specified in Section 5.3(a)(ii) - (vi) inclusive.


 


(b)          
Equity Awards. The impact on the Equity Awards of a Separation as a result of the Executive’s death
will be as specified in the Equity Award Agreements.


 


5.2          
Termination Due to the Executive’s Disability.


 


(a)          
Payments and Benefits. Upon 30 days’ prior written notice to the Executive, the Company may terminate
the Executive’s employment due to Disability. If such event occurs, the Executive or his legal representative, as the case
may be, will receive, subject to Section 5.6:


 


(i)                
the Standard Entitlements; and


 


(ii)             
the payments and benefits specified in Section 5.3(a)(ii) - (vii) inclusive.


 


(b)          
Equity Awards. The impact on the Equity Awards of a Separation as a result of the Executive’s Disability
will be as specified in the Equity Award Agreements.


 


5.3          
Termination by the Company Without Cause or by the Executive for Good Reason.


 


(a)          
Payments and Benefits. Upon 30 days’ prior written notice to the Executive, the Company may terminate
the Executive’s employment without Cause. Upon 30 days’ prior written notice to the Company, the Executive may terminate
his employment with the Company for Good Reason. If either such event occurs, the Executive will receive, subject to Section 5.6:


 






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(i)              
the Standard Entitlements;


 


(ii)             
if such Separation occurs during the Employment Period, a severance payment equal to 2 times the amount of Executive’s
Base Salary for the calendar year in which the Separation occurs, which amount will be paid in equal monthly installments over
the 24 month period commencing on the Severance Commencement Date;


 


(iii)           
if such Separation occurs during the Employment Period, delivery of fully vested shares of Common Stock with a value
of $35,000,000; provided that if (i) a sufficient number of shares of such Common Stock are not covered by a Form S-8 or other
registration statement or are not available for issuance (or otherwise cannot be issued) pursuant to the applicable Incentive Plan,
then the portion of such amount that cannot be settled in shares of Common Stock will be paid in cash, or (ii) if such Common Stock
is not then publicly traded, then 100% of such amount shall be paid in cash;


 


(iv)          
 if such Separation occurs during the Employment Period, and (A) the Term Awards issuable pursuant to Section
4.10(b) have not yet been issued, the grants of fully vested Term Awards required to be issued pursuant to Section 4.10(b),
and (B) the Annual Equity Awards for the calendar year in which the Separation occurs have not yet been issued as required pursuant
to Section 4.11(b), the grants of fully vested Annual Equity Awards for such calendar year, provided that in the case of
(A) and (B), if (x) a sufficient number of shares of such Common Stock are not covered by a Form S-8 or other registration statement
or are not available for issuance (or otherwise cannot be issued) pursuant to the applicable Incentive Plan, then the portion of
such amount that cannot be settled in shares of Common Stock will be paid in cash, or (y) if such Common Stock is not then publicly
traded, then 100% of such amount shall be paid in cash;


 


(v)            
if such Separation occurs during the Employment Period, a lump sum payment in the amount equal to two times the average
annual bonus paid pursuant to Section 4.3 for the two calendar years ending prior to the Separation, but in no event less
than two times the Aggregate Target Bonus;


 


(vi)          
if such Separation occurs during the Employment Period, a lump sum payment in the amount, payable in the first quarter
of the calendar year following the year in which the Separation occurs, equal to the greater of (i) $17,000,000 or (ii) the
actual bonus payable pursuant to Section 4.3 for the year of termination, multiplied by a fraction, the numerator of
which is the number of calendar days within such year that have elapsed through and including the date of Separation and the denominator
of which is 365; and


 






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(vii)          if
such Separation occurs during the Employment Period, for a period of 12 months following such Separation during the
Employment Period, the Executive will be entitled to: (x) continued use of the Company’s aircraft (consistent with
the terms of Executive’s use of such aircraft during the Employment Period), (y) information technology support from
the Company, as reasonably requested by the Executive and (z) continuation of such other perquisites as the Executive was
entitled to receive under Section 4.5 immediately prior to such Separation.


 


Notwithstanding the foregoing, the Company
may, in its sole discretion, pay up to 25% of the amounts owed under clause (v) or clause (vi) in fully vested shares of Common
Stock, provided that (i) a sufficient number of shares of such Common Stock are covered by a Form S-8 or other registration statement
and are available for issuance pursuant to the applicable Incentive Plan, and (ii) such Common Stock is then publicly traded.


 


(b)          
Equity Awards. The impact on the Equity Awards of a Separation pursuant to Section 5.3(a) will be as
specified in the Equity Award Agreements.


 


5.4          
Termination For Cause.


 


(a)          
Payments and Benefits. Subject to the provisions of Section 1(f), the Company may terminate the Executive’s
employment for Cause. In such event, the Executive will receive:


 


(i)                
a lump sum payment equal to any Base Salary earned but unpaid as of the date of Separation; and


 


(ii)             
a lump sum payment of any unpaid expense reimbursements and any amounts required by law to be paid to the Executive.


 


Except to the extent earlier payment of
any such amounts is required by law, all such payments will be made on the 60th day after the Separation date or, if that day is
not a Business Day, on the next succeeding Business Day.


 


(b)          
Equity Awards. The impact on the Equity Awards of a Separation for Cause will be as specified in the Equity
Award Agreements.


 


5.5          
Termination Without Good Reason.


 


(a)          
Payments and Benefits. Upon 30 days’ prior written notice to the Company, the Executive will have the
right to terminate his employment without Good Reason or any reason at all. If such event occurs, the Executive will receive, subject
to Section 5.6:


 


(i)                
the Standard Entitlements; and


 


(ii)              if
such Separation occurs during the Employment Period, a lump sum payment in the amount of $17,000,000, multiplied by a
fraction, the numerator of which is the number of calendar days within such year that have elapsed through and including the
date of Separation and the denominator of which is 365; provided, that in the sole discretion of the Company, up to 25%
of such amount may be paid in fully vested shares of Common Stock (provided that if (i) a sufficient number of shares of such
Common Stock are not covered by a Form S-8 or other registration statement or are not available for issuance pursuant to the
applicable Incentive Plan, then the portion of such amount that cannot be settled in shares of Common Stock will be paid in
cash, or (ii) such Common Stock is not then publicly traded, then 100% of such amount shall be paid in cash), with the
remainder of such amount to be paid in cash.


 






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(b)          
Equity Awards. The impact on the Equity Awards of a Separation without Good Reason will be as specified in
the Equity Award Agreements.


 


5.6          
Payment Provisions; Release.


 


(a)           
Except to the extent payments owed under Section 5.1 through 5.5 inclusive are required by law to be
made earlier (or an alternative timing is specifically prescribed in the applicable section), subject to Section 5.9, the
payments to be made pursuant thereto will be made (or commence, in the case of installment payments), and any Equity Awards or
shares of Common Stock will be issued, on the date that is the sixtieth (60th) day after the date of the Executive’s Separation,
or, if that day is not a Business Day, on the next succeeding Business Day (the “Severance Commencement Date”),
subject to Section 5.6(b). Any Equity Awards or shares of Common Stock that are due to be issued on the Severance Commencement
Date but that, by the terms of the applicable Incentive Plan, may not be issued after the Executive’s Separation, may instead
be granted on or prior to the Separation, with the grants vesting on the Severance Commencement Date.


 


(b)          
On or following the Executive’s Separation, in consideration of the payments to be made to the Executive pursuant
to the applicable of Section 5.1 through 5.5 inclusive (other than the Standard Entitlements, which are payable regardless
of whether the Executive signs a release) and, Subject to this Section 5.6(b), the Executive and the Company each agree
to give a release of the other party in a form to be mutually agreed. Notwithstanding the above, to the extent that any Service
Company desires to be included and obtain the benefits of such release from the Executive, such Service Company shall agree to
become a party to the release executed by the Company and the Executive or separately agree to a release agreement with the Executive
that is similar in all material respects to the mutually agreed release of claims agreed to by the Company and the Executive or
the final form of release determined pursuant to the binding arbitration described in the next sentence. The releases described
above must become irrevocable within 60 days after termination; provided, however, that in the event the parties cannot timely
agree on the form of release: (i) the parties agree to submit the matter to binding arbitration consistent with Section 9.12
no later than the date 60 days after termination and to execute (without revoking) the final form of release determined pursuant
to such binding arbitration, (ii) the Company agrees to pay any cash severance payments otherwise due to Executive into escrow
bearing interest for the benefit of Executive on the date otherwise due to be paid pursuant to the provisions of this Agreement,
and (iii) the Company agrees to cause any payments of Common Stock or Equity Awards to be delivered on the date otherwise due pursuant
to the provisions of this Agreement. For purposes of any arbitration commenced under Section 9.12 pursuant to this Section
5.6(b), the parties agree to expedite the arbitration such that any dispute will be resolved within 90 days of submission and
to refrain from filing any claims of any nature against the other party during the pendency of such arbitration (other than to
enforce their respective rights to expedite such arbitration).


 






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(c)              
Notwithstanding the foregoing, the Company may delay the issuance of any Common Stock, but not beyond 90 days after
the date of the Executive’s Separation, if necessary to comply with 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 Common Stock are listed or quoted. The number of shares of Common Stock to be delivered to the Executive under any such section
shall be determined by dividing the dollar value payable to the Executive in Common Stock by the per share closing price of the
Common Stock on the date of the Executive’s Separation, and, unless the Executive and the Company otherwise agree, the allocation
of the payment in shares of Common Stock amongst the different issuers and series of Common Stock will be made on the same basis
as the most recent allocation of Annual Equity Awards granted to the Executive. To the extent that any Service Company fails to
deliver the applicable series and number of shares of its Common Stock for payment as required by Sections 5.1 through 5.5
inclusive, the Company shall be under no obligation to deliver such shares to Executive, rather the Company shall be obligated
to provide Executive with a cash payment equal to the dollar value on which the number of shares was determined.


 


5.7             
Separation from Service Company. In the event Executive ceases to provide services to a Service Company for
any reason, other than a termination by the Service Company Board for Cause, but the Executive remains employed by the Company,
Executive will be entitled to receive from such Service Company payment of the Aggregate Target Bonus allocated to such Service
Company for such calendar year, (A) payable following the close of the applicable calendar year in which the termination occurs
and no later than March 15th of the subsequent calendar year, (B) calculated at a payout level equal to the greater
of target or actual performance based on the Performance Metrics established with respect to the annual bonus awarded pursuant
to Section 4.3 and attributable to such Service Company and (C) prorated for the portion of the calendar year in which the
Executive served as an officer. Under no circumstances will a Separation from a Service Company, in and of itself, constitute a
Separation from the Company, provided that the Board may take in consideration any factors giving rise to such Separation in determining
whether to terminate Executive for Cause hereunder. To the extent that any Service Company fails to make a payment as required
by this Section 5.7, the Company shall be obligated to provide Executive with such payment.


 


5.8             
Expiration of Employment Period. For the avoidance of doubt, the voluntary or involuntary termination of the
Executive’s employment at or after the Close of Business on December 31, 2024 for any reason does not constitute a Separation
“during the Employment Period” for purposes of any Severance Benefits to be paid to the Executive pursuant to any of
Section 5.1, Section 5.2, Section 5.3 or Section 5.5.


 






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5.9              Specified
Employee. Notwithstanding any other provision of this Agreement, if (i) the Executive is to receive payments or benefits
under any provision of Section 5 by reason of his Separation other than as a result of his death, (ii) the Executive
is a “specified employee” with respect to the Company or the applicable Service Company within the meaning of
Section 409A of the Code for the period in which the payment or benefits would otherwise commence, and (iii) such payment or
benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Code (or any
regulation promulgated thereunder) if the payment or benefit were to commence within six months after a termination of the
Executive’s employment, then such payment or benefit required under Section 5 will instead be paid as
provided in this Section 5.9. Each severance payment contemplated under this Section 5 will be treated as a
separate payment in a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii). Such payments or
benefits which would have otherwise been required to be made over such six month period will be paid, without interest, to
the Executive in one lump sum payment or otherwise provided to the Executive on the first Business Day that is six months and
one day after the termination of the Executive’s employment. Thereafter, the payments and benefits will continue, if
applicable, for the relevant period set forth above. For purposes of this Agreement, all references to
“Separation,” “termination of employment” and other similar language will be deemed to refer to the
Executive’s “separation from service” with the Company as defined in Treasury Regulation Section
1.409A-1(h), including, without limitation, the default presumptions thereof.


 


5.10         
Full Settlement; No Mitigation. The Company’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder will not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company or any Subsidiary may have against the Executive; provided, that the foregoing does not
affect the terms of any Equity Award Agreement, including with respect to the circumstances under which stock issued thereunder
may be forfeited. In no event will the Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this Agreement.


 


5.11         
Non-exclusivity of Rights. Nothing in this Agreement will prevent or limit the Executive’s continuing
or future participation in any employee benefit plan, program, policy or practice provided by the Company or a Subsidiary and for
which the Executive may qualify, except as specifically provided herein. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, policy, practice or program of the Company or a Subsidiary at or subsequent to
a Separation will be payable in accordance with such plan, policy, practice or program, except as explicitly modified by this Agreement.


 


5.12         
Existing Employment Agreement. For the avoidance of doubt, if the Executive experiences a Separation prior
to January 1, 2020, the provisions of this Section 5 shall not apply with respect to such Separation, it being agreed that
any severance benefits to which the Executive is entitled will be determined in accordance with the Amended and Restated Executive
Employment Agreement dated December 29, 2014 between the Executive and the Company (the “2014 Employment Agreement”),
provided that, in the event of a Separation under Section 5.1, the Term Awards granted in 2019 will be accelerated in accordance
with the terms thereof.


 






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6.             Confidential
Information. The Executive will not, during or after the Employment Period, without the prior express written consent of
the Company, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as
defined below) to any person, firm, partnership, corporation, trust or any other entity or third party (other than when
required to do so in good faith to perform the Executive’s duties and responsibilities under this Agreement or when (i)
required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or
any recognized subpoena power, or (ii) necessary to prosecute the Executive’s rights against the Company or its
Subsidiaries or to defend himself against any allegations). The Executive will also proffer to the Company, no later than the
effective date of any termination of the Executive’s engagement with the Company for any reason, and without retaining
any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes,
records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing
Confidential Information that are in the Executive’s actual or constructive possession or which are subject to the
Executive’s control at such time. For purposes of this Agreement, “Confidential Information”
will mean all information respecting the business and activities of the Company or any Subsidiary or any Service Company or
any of its Subsidiaries, including, without limitation, the clients, customers, suppliers, employees, consultants, computer
or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing
plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats,
systems, trade secrets, data gathering methods and/or strategies of the Company or any Subsidiary or any Service Company or
any of its Subsidiaries. Notwithstanding the immediately preceding sentence, Confidential Information will not include any
information that is, or becomes, generally available to the public (unless such availability occurs as a result of the
Executive’s breach of any of his obligations under this Section). If the Executive is in breach of any of the
provisions of this Section 6 or if any such breach is threatened by the Executive, in addition to and without limiting
or waiving any other rights or remedies available to the Company at law or in equity, the Company shall be entitled to
immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the
necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of this Section
6. The Executive agrees that there is no adequate remedy at law for any such breach or threatened breach and, if any
action or proceeding is brought seeking injunctive relief, the Executive will not use as a defense thereto that there is an
adequate remedy at law.


 


7.            
Successors and Assigns. This Agreement will bind and inure to the benefit of and be enforceable by the Executive,
the Company, the Executive’s and the Company’s respective successors and assigns and the Executive’s estate,
heirs and legal representatives (as applicable). The Company will require any successor to all or substantially all of its business
and/or assets, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or, by an agreement in form
and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner
and to the same extent as the Company would be required to perform if no such succession had taken place. In addition, in the event
of a Spin-Off Transaction pursuant to which assets of the Company or of one or more of its Subsidiaries representing more than
40% of the aggregate market capitalization of the Company and its Subsidiaries (taken as a whole and determined in the good faith
by the Board) are directly or indirectly transferred or distributed by dividend or otherwise, the Company and the Executive agree
to cooperate in good faith to provide for the assignment of this Agreement or the replication of this Agreement with one or more
successor entities. For the avoidance of doubt, Executive is under no obligation to agree to any such assignment or replication.


 


8.           
Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered,
mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges
prepaid) to the recipient at the address below indicated:


 






    22


     


    

 


	To the Company:	Liberty Media Corporation
	 	12300 Liberty Boulevard
	 	Englewood, CO 80112
	 	Attention: Chairman of the Board
	 	 
	With a copy to the Company’s counsel at:	Liberty Media Corporation
	 	12300 Liberty Boulevard
	 	Englewood, CO 80112
	 	Attention: Legal Department
	 	 
	To the Executive: 	at the address listed in the Company’s personnel records
	 	 
	With a copy to the Executive’s counsel at:	Dechert LLP
	 	1095 Avenue of the Americas
	 	New York, NY 10036-6797
	 	Attention: Stephen W. Skonieczny, Esq.
	 	Telephone: (212) 698-3524
	 	Facsimile: (212) 314-0024




 


9.           
General Provisions.


 


9.1             
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will (except as otherwise expressly provided herein) be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.


 


9.2             
Entire Agreement. This Agreement, together with any agreement evidencing the grant of an Equity Award, contains
the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto, including without
limitation any non-binding term sheets addressing potential provisions of this Agreement; provided, however, that the provisions
of the 2014 Employment Agreement that have obligations that have not been fully performed or that by their nature would be intended
to survive the expiration of such agreement shall remain in full force and effect and shall not be superseded by this Agreement.


 


9.3             
No Strict Construction; headings. The language used in this Agreement will be deemed to be the language chosen
by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party. The
headings of the sections contained in this Agreement are for convenience only and will not be deemed to control or affect the meaning
or construction of any provision of this Agreement.


 






    23


     


    

 


9.4             
Counterparts. This Agreement may be executed and delivered in separate counterparts (including by means of
facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement. This
Agreement will become effective only when counterparts have been executed and delivered by all parties whose names are set forth
on the signature page(s) hereof.


 


9.5             
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State
of Colorado, applied without reference to principles of conflict of laws.


 


9.6             
Legal Fees and Other Expenses. The Company will pay or reimburse the Executive for all legal fees and expenses
incurred by the Executive in connection with the review, preparation and negotiation of this Agreement, any option agreement, restricted
stock award, Equity Award and/or any other agreements or plans referenced herein and any documents related thereto and will also
pay or reimburse the Executive for any HSR filing fees incurred by him in connection with his receipt of Equity Awards in accordance
with this Agreement. Any such reimbursement will be made as soon as practicable following submission of a reimbursement request,
but no later than the end of the year following the year during which the underlying expense was incurred.


 


9.7             
Compliance with Section 409A. To the extent that the provisions of Section 409A of the Code or any Treasury
regulations promulgated thereunder are applicable to any amounts payable hereunder, the parties intend that this Agreement will
meet the requirements of such Code section and regulations and that the provisions hereof will be interpreted in a manner that
is consistent with such intent. If, however, the Executive is liable for the payment of any tax, penalty or interest pursuant to
Section 409A of the Code, or any successor or like provision (the “409A Tax”), with respect to any payments
or property transfers received or to be received under this Agreement or otherwise, the Company will pay the Executive an amount
(the “Special Reimbursement”) which, after payment to the Executive (or on the Executive’s behalf)
of any federal, state and local taxes, including, without limitation, any further tax, penalty or interest under Section 409A of
the Code, with respect to or resulting from the Special Reimbursement, equals the net amount of the 409A Tax. Any payment due to
the Executive under this Section will be made to the Executive, or on behalf of the Executive, as soon as practicable after the
determination of the amount of such payment, but no sooner than the date on which the Company is required to withhold such amount
or the Executive is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under
this Section will be made to the Executive, or on the Executive’s behalf, no later than the end of the year following the
year in which the Executive or the Company paid the related taxes, interest or penalties. The Executive will cooperate with the
Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of
Section 409A of the Code and any regulations promulgated thereunder and to limit the amount of any additional payments required
by this Section 9.7 to be made to the Executive.


 


9.8             
Amendment and Waiver. The provisions of this Agreement may be amended only by a writing signed by the Company
and the Executive. No waiver by a party of a breach or default hereunder will be valid unless in a writing signed by the waiving
party, and no such waiver will be deemed a waiver of any subsequent breach or default.


 






    24


     


    

 


9.9          
Withholding. All payments to the Executive or under this Agreement will be subject to withholding on account
of federal, state and local taxes as required by law.


 


9.10         
Business Days. If the giving of any notice or the taking of any other action under this Agreement is required
to be taken on a day that is not a Business Day, the time for performance of such action shall be extended until the next succeeding
Business Day.


 


9.11         
Survival. This Agreement will survive a Separation or the expiration of the Employment Period and will remain
in full force and effect after such Separation or expiration, but only to the extent that obligations existing as of the date of
Separation or expiration have not been fully performed or by their nature would be intended to survive a Separation or expiration,
including that the provisions of Sections 6, 7, 8 and 9 will continue in effect in accordance with their terms. Notwithstanding
the foregoing or anything else in this Agreement to the contrary, if the Executive continues to be employed by the Company following
December 31, 2024 such employment will be on an “at will” basis unless and until a new employment agreement is entered
into. For the avoidance of doubt, the provisions of Section 5.1(a), Section 5.2(a), Section 5.3(a)
and Section 5.5(a) entitling the Executive to various cash payments and other benefits upon Separation will not apply to
any such Separation that occurs at or after the Close of Business on December 31, 2024, but he will be entitled to enforce
those rights as to any such Separation that occurs prior to the Close of Business on December 31, 2024.


 


9.12         
Arbitration. Except as provided in Section 6, any controversy, claim or dispute arising out of or in
any way relating to this Agreement, the Executive’s employment with, or termination of employment from, the Company, or the
Equity Award Agreements (including whether such controversy, claim or dispute is subject to arbitration), excepting only claims
that may not, by statute, be arbitrated, will be submitted to binding arbitration. Both the Executive and the Company acknowledge
that they are relinquishing their right to a jury trial. The Executive and the Company agree that arbitration will be the exclusive
method for resolving disputes arising out of or related to this Agreement, the Executive’s employment with or service to,
or termination of employment or service from, the Company or any Service Company, or the Equity Award Agreements.


 


(a)             The
arbitration will be administered by JAMS in accordance with the Employment Arbitration Rules & Procedures of JAMS then in
effect and subject to JAMS Policy on Employment Arbitration Minimum Standards, except as otherwise provided in this
Agreement. Arbitration will be commenced and heard in the Denver, Colorado metropolitan area. Only one arbitrator will
preside over the proceedings, who will be selected by agreement of the parties from a list of five or more qualified
arbitrators provided by the arbitration tribunal, or if the parties are unable to agree on an arbitrator within 10 Business
Days following receipt of such list, the arbitration tribunal will select the arbitrator. The arbitrator will apply the
substantive law (and the law of remedies, if applicable) of Colorado or federal law, or both, as applicable to the claim(s)
asserted. In any arbitration, the burden of proof will be allocated as provided by applicable law. The arbitrator will have
the authority to award any and all legal and equitable relief authorized by the law applicable to the claim(s) being asserted
in the arbitration, as if the claim(s) were brought in a federal court of law. Either party may bring an action in court to
compel arbitration under this Agreement and to enforce an arbitration award. Discovery, such as depositions or document
requests, will be available to the Company and the Executive as though the dispute were pending in U.S. federal court. The
arbitrator will have the ability to rule on pre-hearing motions as though the matter were in a U.S. federal court, including
the ability to rule on a motion for summary judgment.


 






    25


     


    

 


(b)           
If permitted by applicable law, the fees of the arbitrator and any other fees for the administration of the arbitration
that would not normally be incurred if the action were brought in a court of law (e.g., filing fees or room rental fees)
will be shared equally by the parties. If the foregoing is not permitted by applicable law, the fees of the arbitrator and any
other fees for the administration of the arbitration that would not normally be incurred if the action were brought in a court
of law will be paid by the Company. Each party will pay its own attorneys’ fees and other costs incurred in connection with
the arbitration, unless the relief authorized by law allows otherwise and the arbitrator determines that such fees and costs will
be paid in a different manner. The arbitrator must provide a written decision. If any part of this arbitration provision is deemed
to be unenforceable by an arbitrator or a court of law, that part may be severed or reformed so as to make the balance of this
arbitration provision enforceable.


 


[The remainder of this page is left intentionally
blank.]


 






    26


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Executive Employment Agreement to be effective as of the Effective Date.


 


	 	LIBERTY MEDIA CORPORATION
	 	 
	 	By:	/s/ Renee L. Wilm
	 	Name:	Renee L. Wilm
	 	Title:	Chief Legal Officer
	 	Date:	December 13, 2019
	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Gregory B. Maffei
	 	Gregory B. Maffei
	 	Date:	December 13, 2019




 






    27


     


    

 


Exhibit A


Current Permitted Activities


 






    A-1


     


    

 


Exhibit B-1


Allocation of Annual Base Salary,


Aggregate Target Bonus and Aggregate
Equity Incentive Target Amount


 


The allocation of Aggregate Equity Incentive Target Amount and
Aggregate Target Bonus for calendar year 2020 will be based on the allocation set forth below, unless a different allocation method
is otherwise agreed by the Company and the Service Companies in consultation with the Executive.


 


	 	 	Weighting	 	 	FWONK	 	 	LSXMK	 	 	BATRK	 	 	QRTEA	 	 	GLIBA	 	 	LBRDK	 	 	LTRPB	 
	Market
    Cap	 	 	50	%	 	 	15	%	 	 	25	%	 	 	3	%	 	 	18	%	 	 	10	%	 	 	26	%	 	 	3	%
	Time Allocation
    - Company Wide	 	 	 	 	 	 	22.0	%	 	 	18.0	%	 	 	8	%	 	 	24.0	%	 	 	17	%	 	 	6	%	 	 	5	%
	Time
    Allocation - Maffei only	 	 	 	 	 	 	15.0	%	 	 	21.0	%	 	 	8	%	 	 	17.0	%	 	 	11	%	 	 	16	%	 	 	12	%
	Average
    of Company Wide and Maffei Time	 	 	50	%	 	 	18.5	%	 	 	19.5	%	 	 	8.0	%	 	 	20.5	%	 	 	14.0	%	 	 	11.0	%	 	 	8.5	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Proposed
    Splits	 	 	 	 	 	 	16.0	%	 	 	23.0	%	 	 	5.0	%	 	 	19.0	%	 	 	14.0	%	 	 	18.0	%	 	 	5.0	%



 






    B-1


     


    

 


Exhibit B-2


 


With respect to the allocation of Aggregate
Equity Incentive Target Amount and Aggregate Target Bonus for calendar year 2021 and beyond, the allocation on Exhibit B-1 will
be updated based on the allocation of the applicable grant value across each class of Common Stock, 50% in proportion to the relative
market capitalization of each such class of Common Stock and 50% based on the average of (x) the percentage allocation of time
for all Company employees across the applicable Service Companies or tracking stock groups represented by all Series C Common Stock
and (y) the Executive’s percentage allocation of time across the applicable Service Companies or tracking stock groups represented
by all Series C Common Stock (in each case, for the prior calendar year), unless a different allocation method is otherwise agreed
by the Company and the Service Companies in consultation with the Executive.


 






    B-2


     


    

 


Exhibit C


Aircraft Usage Agreement


 


 


December 13, 2019


 


Mr. Gregory B. Maffei


Liberty Media Corporation


12300 Liberty Boulevard


Englewood, Colorado 80112


 


	Re:	Personal Use of Company Aircraft




 


Dear Greg:


 


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”) pursuant to the Aircraft Time Sharing Agreements, dated as of the
date of this Agreement between LMC or one or more of its affiliates and you (the “Time Sharing Agreements”).
This Agreement is in addition to and supplements our prior letter concerning the Aircraft, dated November 11, 2015 (the “Prior
Letter”).


 


		1.	Use of the Aircraft. During the Term (as defined below), you may use up to 50 hours
per year of flight time for personal use (the “TSA Allotment”) if you reimburse LMC for such usage pursuant to the
Time Sharing Agreements. You may schedule flights with LMC’s flight department pursuant to the TSA Allotment subject to availability
of the Aircraft. LMC will not have any obligation to pay you for any unused TSA Allotment, and LMC will have no obligation to continue
to own or lease any Aircraft.



 


		2.	IRS Reporting. Pursuant to IRS regulations based on the Standard Industry Fare Level
formula (SIFL), the fair market value of flights pursuant to the TSA Allotment minus amounts paid by you under the Time Sharing
Agreements, will be reflected as income on your Form W-2.



 


		3.	Term. The term of this Agreement (the “Term”) will be deemed
to have commenced on December 13, 2019, and will expire on the earliest of (i) the date that you cease to be employed by LMC, and
(ii) the date that LMC ceases to own or lease any Aircraft.



 


		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, the Liberty Media Corporation Executive
Employment Agreement, dated effective as of December 13, 2019, the Prior Letter and the Time Sharing Agreements constitute the
entire agreement and understanding between the parties with respect to the subject matter hereof and supersede 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.



 






    C-1


     


    

 


If you are in agreement
with the foregoing, please execute the enclosed copy of this letter.


 


Very truly yours,


 


Liberty Media Corporation


 


	By:	 	 
	Date:  	 	 
	 	Renee L. Wilm	 
	 	Chief Legal Officer	 




 


Agreed: 


 


	 	 
	Gregory B. Maffei	 
	Date:	 	 




 






    C-2


     


    

 


Exhibit D-1


Allocation of Term Awards


 


 


Equity incentives consist of
upfront option grants with aggregate grant date value of $90 million from the Company and Service Companies (except that the
Executive has elected upfront LTRPB RSUs instead of upfront options from TripAdvisor Holdings).


 


		o	Initial upfront grants to be split into two equal tranches to be granted in December 2019 and December
2020, with each tranche cliff vesting on December 31 of 2023 and 2024, respectively.



 


		o	Exercise price to equal 100% of market closing price on grant date, which will not occur during
a blackout. Value of annual equity awards to be determined in accordance with the applicable company’s standard grant practice.



 


		o	The December 2019 grants will be based on the allocation set forth below, unless a different allocation
method is otherwise agreed by the Company and the Service Companies in consultation with the Executive.



 


	 	 	 	 	 	Term
    Equity Awards by Ticker	 
	 	 	Amount	 	 	FWONK	 	 	LSXMK	 	 	BATRK	 	QRTEA	 	 	GLIBA	 	 	LBRDK	 	 	LTRPB	 
	2019	 	$	45,000,000	 	 	$	7,200,000	 	 	$	10,350,000	 	 	$	2,250,000	 	$	8,550,000	 	 	$	6,300,000	 	 	$	8,100,000	 	 	$	2,250,000	 
	2020 (estimated)	 	$	45,000,000	 	 	$	7,200,000	 	 	$	10,350,000	 	 	$	2,250,000	 	$	8,550,000	 	 	$	6,300,000	 	 	$	8,100,000	 	 	$	2,250,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Term Equity Awards	 	$	90,000,000	 	 	 	Total LMC	 	 	$	39,600,000	 	 	 	 	 	$	17,100,000	 	 	$	12,600,000	 	 	$	16,200,000	 	 	$	4,500,000	 



 


 






    D-1


     


    

 


Exhibit D-2


 


The December 2020 Term Awards will be the
responsibility of the Company and each Service Company based on an allocation of $45 million grant value across each class of Common
Stock, 50% in proportion to the relative market value of each such class of Common Stock and 50% based on the average of (x) the
percentage allocation of time for all Company employees across the applicable Service Company or tracking stock groups represented
by all Series C Common Stock and (y) the Executive’s percentage allocation of time across the applicable Service Company
or tracking stock groups represented by all Series C Common Stock (in each case, for calendar year 2020), unless a different allocation
method is otherwise agreed by the Company and the Service Companies in consultation with the Executive.


 






    D-2


     


    

 


Exhibit E


Term Option Agreement


 


 


Each issuer will be responsible for the issuance of its own
equity awards, but the form of Equity Award Agreement is expected to be substantially similar across issuers.


 






    E-1


     


    

 


Exhibit F


Restricted Stock Unit Agreement


(For TripAdvisor Holdings Term Restricted Stock Unit Grant)


 






    F-1


     


    

 


Exhibit G


Restricted Stock Unit Agreement (For
Annual Equity Awards)


 






    G-1


     


    

 


Exhibit H


Option Agreement (For Annual Equity Awards)


 






    H-1


     


    

 


List of Omitted Schedules and Exhibits 


 


The following schedules and exhibits to the Executive Employment
Agreement, dated effective as of December 13, 2019, by and between Liberty Media Corporation and Gregory B. Maffei have not been
provided herein:


 


Exhibit A: Current Permitted Activities


 


Exhibit E: Term Option Agreement


 


Exhibit F: Restricted Stock
Unit Agreement (For TripAdvisor Holdings Term Restricted Stock Unit Grant)


 


Exhibit G: Restricted Stock Unit Agreement (For Annual Equity
Awards)


 


Exhibit H: Option Agreement (for Annual Equity Awards)


 


The Registrant hereby undertakes to furnish supplementally a
copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.