QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.3  


Execution Copy  


  
 

    ACKNOWLEDGMENT AND TERMINATION AGREEMENT    
    


        THIS ACKNOWLEDGMENT AND TERMINATION AGREEMENT (this "Agreement") is entered into as of January 5, 2004, by
and among each of the individuals and entities identified on the signature pages hereof as Founders (the "Founders") and Liberty Media
Corporation, a Delaware corporation ("Liberty"). 


RECITALS  


        Whereas, the Founders are party to (i) the Stockholders Agreement, dated January 30, 2002 (the
"Stockholders Agreement"); (ii) the Voting Agreement, dated January 30, 2002 (the "Voting
Agreement"), relating to UnitedGlobalCom, Inc., a Delaware corporation ("UGC"); (iii) the Founders Agreement (New
United), dated January 30, 2002 (the "New United Founders Agreement"), relating to UGC; and (iv) the Registration Rights Agreement, dated
as of January 30, 2002 (the "Registration Rights Agreement"). 


        Whereas, pursuant to a Share Exchange Agreement, dated as of August 18, 2003 (as amended, the "Share
Exchange Agreement"), by and among Liberty and certain of the Founders and other persons specified therein (the "Stockholders"),
the Stockholders have agreed to transfer and deliver to Liberty or its designee all of the outstanding shares of Class B common stock, par value $0.01 per share, of UGC, in exchange for shares
of Series A common stock, par value $0.01 per share of Liberty and cash (the "Exchange"), which Exchange is being consummated on the date hereof. 


        Whereas, upon the consummation of the Exchange, the Stockholders Agreement will terminate in accordance with
Section 13(c) thereof. 


        Whereas, upon the termination of the Stockholders Agreement, each of the Voting Agreement and the New United Founders Agreement will
terminate in accordance with their respective terms. 


        Whereas, on December 30, 2003, Liberty delivered notice to the Stockholders pursuant to Section 5.9 of the Share Exchange
Agreement that the Registration Rights Agreement (other than certain specified provisions) must be terminated prior to the closing of the Exchange without any continuing liability of, or the payment
of any termination or other fee, penalty or other consideration of any kind whatsoever by, UGC or any of its subsidiaries. 


        Whereas, Sections 5.2(c) and 5.9 of the Share Exchange Agreement contemplate the execution and delivery of this Agreement. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Founders hereby agree and acknowledge with and for the benefit of each other and
Liberty and its designee as follows: 


        1.    Termination.    Each of the Founders hereby acknowledges that the terms and provisions of each of the
Stockholders Agreement, Voting Agreement, New United Founders Agreement and the Registration Rights Agreement are hereby terminated (a) except for the terms and provisions of Sections
10(a) and 11(b) of the Stockholders Agreement, and (b) except for Articles III (other than Sections 3.1(a), 3.1(f), 3.1(g), 3.1(h), 3.1(i) and 3.1(l)), IV and V of
the Registration Rights Agreement as such provisions apply solely to the registration of Registrable Securities (as such term is defined in the Registration Rights Agreement) pursuant to the
Registration Statement on Form S-1 of UGC filed with the Securities and Exchange Commission on February 14, 2002 (File No. 333-82776), as amended. Such
termination shall be effective immediately upon the Exchange. Upon the effectiveness of such termination, except as provided herein, none of the Founders shall have any further rights under any of the
Stockholders Agreement, the Voting Agreement, the New United Founders Agreement or the Registration Rights Agreement. 





 



        2.    Counterparts.    This Agreement may be executed by the parties hereto in multiple counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. 


        3.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflicts of law principles thereof. 


[Signature Pages Follow]


2





 

        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 



	
FOUNDERS:	
 	

 	
 	

 
	

 	
 	

 	
 	

G. SCHNEIDER HOLDINGS, LLLP
	

/s/  GENE W. SCHNEIDER      
	
 	

By:	
 	

/s/  GENE W. SCHNEIDER      

	Gene W. Schneider	 	Name:	 	Gene W. Schneider
	 	 	 	 	Title:	 	Executive Director
	

THE GWS TRUST	
 	

THE MLS FAMILY PARTNERSHIP LLLP
	

By:	
 	

/s/  TINA M. WILDES      
	
 	

By:	
 	

/s/  GENE W. SCHNEIDER      

	Name:	 	Tina M. Wildes	 	Name:	 	Gene W. Schneider
	Title:	 	Trustee	 	Title:	 	Attorney-in-Fact
	
FOUNDERS:	
 	

 	
 	

 
	

 	
 	

 	
 	

ROCHELLE LIMITED PARTNERSHIP
	

/s/  CURTIS W. ROCHELLE      
	
 	

By:	
 	

/s/  CURTIS W. ROCHELLE      

	Curtis W. Rochelle	 	Name:	 	Curtis W. Rochelle
	 	 	 	 	Title:	 	Attorney-in-Fact
	

 	
 	

 	
 	

MARIAN H. ROCHELLE REVOCABLE TRUST
	

/s/  CURTIS W. ROCHELLE      
	
 	

By:	
 	

/s/  CURTIS W. ROCHELLE      

	Marian H. Rochelle	 	Name:	 	Curtis W. Rochelle
	By Curtis W. Rochelle, Attorney-in-Fact	 	Title:	 	Attorney-in-Fact
	

/s/  CURTIS W. ROCHELLE      
	
 	

/s/  CURTIS W. ROCHELLE      

	Jim Rochelle	 	April Brimmer Kunz
	By Curtis W. Rochelle, Attorney-in-Fact	 	By Curtis W. Rochelle, Attorney-in-Fact
	

 	
 	

 	
 	

ROCHELLE INVESTMENT LIMITED PARTNERSHIP
	

/s/  CURTIS W. ROCHELLE      
	
 	

By:	
 	

/s/  CURTIS W. ROCHELLE      

	Kathleen Jaure	 	Name:	 	Curtis W. Rochelle
	By Curtis W. Rochelle, Attorney-in-Fact	 	Title:	 	Attorney-in-Fact
	 	 	 	 	 	 	 





3





 

	
FOUNDERS:	
 	

 	
 	

 
	

 	
 	

 	
 	

CAROLLO COMPANY
	

/s/  ALBERT M. CAROLLO, SR.      
	
 	

By:	
 	

/s/  ALBERT M. CAROLLO, SR.      

	Albert M. Carollo, Sr.	 	Name:	 	Albert M. Carollo, Sr.
	 	 	 	 	Title:	 	General Partner
	

ALBERT & CAROLYN COMPANY	
 	

JAMES R. CAROLLO LIVING TRUST
	

By:	
 	

/s/  ALBERT M. CAROLLO, SR.      
	
 	

By:	
 	

/s/  ALBERT M. CAROLLO, SR.      

	Name:	 	Albert M. Carollo, Sr.	 	Name:	 	Albert M. Carollo, Sr.
	Title:	 	Attorney-in-Fact	 	Title:	 	Attorney-in-Fact
	

JOHN B. CAROLLO LIVING TRUST	
 	

 	
 	

 
	

By:	
 	

/s/  ALBERT M. CAROLLO, SR.      
	
 	

 	
 	

 
	Name:	 	Albert M. Carollo, Sr.	 	 	 	 
	Title:	 	Attorney-in-Fact	 	 	 	 
	
FOUNDERS:	
 	

 	
 	

 
	

 	
 	

 	
 	

THE FRIES FAMILY PARTNERSHIP LLLP
	

/s/  MICHAEL T. FRIES      
	
 	

By:	
 	

/s/  MICHAEL T. FRIES      

	Michael T. Fries	 	Name:	 	Michael T. Fries
	 	 	 	 	Title:	 	Attorney-in-Fact
	
FOUNDERS:	
 	

 	
 	

 
	

/s/  MARK L. SCHNEIDER      
 Mark L. Schneider	
 	

 	
 	

 
	

/s/  TINA M. WILDES      
 Tina M. Wildes	
 	

 	
 	

 
	
LIBERTY:	
 	

 	
 	

 
	
Liberty Media Corporation	
 	

 	
 	

 
	

By:	
 	

/s/  ELIZABETH M. MARKOWSKI      
	
 	

 	
 	

 
	Name:	 	Elizabeth M. Markowski	 	 	 	 
	Title:	 	Senior Vice President	 	 	 	 




4









QuickLinks


ACKNOWLEDGMENT AND TERMINATION AGREEMENT