exhibit10-159.htm


    
      Exhibit
10.159

      


      AMENDMENT
TO

      DEFERRED
BONUS AGREEMENT

      WITH

      RONALD
A. DUNCAN

      


      This Amendment to the Deferred Bonus
Agreement is made this 31st day of December, 2008, by and among General
Communication, Inc. (“GCI”), GCI Communication Corp. (the “Employer”) and Ronald
A. Duncan (“Duncan”).

      


      WHEREAS, GCI and Duncan entered into a
Deferred Bonus Agreement (the “Agreement”) on June 12, 1989;

      


      WHEREAS, the Employer assumed the
obligations of GCI under the Agreement in 1997;

      


      WHEREAS, pursuant to the Agreement,
Duncan’s Deferred Bonus Account under the Agreement was credited with $325,000
on June 12, 1989;

      


      WHEREAS, pursuant to Section 3 of the
Agreement, earnings have been credited, for all periods, to Duncan’s Deferred
Bonus Account as if the Deferred Bonus Account was invested entirely in Class A
common stock of GCI;

      


      WHEREAS, Section 9 of the Agreement
provides that the parties may amend the Agreement at any time;

      


      WHEREAS, the parties desire to (a)
amend the Agreement to comply with Section 409A of the Internal Revenue Code of
1986, as amended and the final regulations issued thereunder (“Section 409A”);
and (b) take advantage of the transition rules provided under Section 409A to
make a payment in full of all amounts credited to Duncan under the Agreement on
February 8, 2009;

      


      NOW THEREFORE, the parties agree as
follows:

      


      1.           Notwithstanding
any other provision of the Agreement, Duncan’s entire Deferred Bonus Account,
including any earnings credited to the Deferred Bonus Account, shall be paid to
Duncan, in one lump sum cash payment, less required withholdings, on February 8,
2009;

      


      2.           For
purposes of determining the value of the Deferred Bonus Account as of the
February 8, 2009, payment date, Duncan has the right, effective from the date
this Amendment is signed through and including February 7, 2009, to elect to
have the earnings on the Deferred Bonus Account determined as if the Class A
common stock of GCI, upon which earnings on the Deferred Bonus Account currently
are being based pursuant to Section 3 of the Agreement, was sold at the market
value of such shares as reported on the Nasdaq (disregarding any commissions or
transaction fees) as of the date and time of such election (which may not be
retroactive).  This election shall 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      be
communicated by Duncan in writing (and an e-mail may suffice for such writing)
to John Lowber indicating the prospective date and time of such
“sale.”  Such election, once made, shall be
irrevocable.  Once the value of the Deferred Bonus Account is
determined as provided in this paragraph 3, such Deferred Bonus Account will not
be further adjusted for any earnings or interest after such date.

      


      3.           The
payment of Duncan’s Deferred Bonus Account on February 8, 2009, shall be in
complete satisfaction of all benefits under the Agreement to which Duncan is
entitled, and no benefits shall accrue or be credited to Duncan under the
Agreement after such payment.

      


      4.           Each
provision of the Agreement that is inconsistent with the provisions set forth
above hereby are amended to be consistent with this Amendment, including any
provision relating to the time and form of payment of the Deferred Bonus
Account.

      


      5.           It
is intended that the Agreement and this Amendment comply in all respects with
the provisions of Section 409A, and this Amendment and the remaining provisions
of the Agreement shall be interpreted in a manner consistent with Section
409A.

      


      IN WITNESS WHEREOF, the undersigned
officers, being duly authorized by GCI and the Employer, respectively, and
Duncan hereby approve and adopt this Amendment to be effective as of the date
first set forth above.

      


      


      GENERAL
COMMUNICATION, INC.

      


      By: /s/ John M.
Lowber                                                                           

      Title:  Senior Vice
President

                
Chief Financial
Officer                                                                           

      


      


      GCI
COMMUNICATION CORP.

      


      By: /s/ John M.
Lowber                                                                           

      Title:  Senior Vice
President

                
Chief Financial
Officer                                                                           

      


      


      /s/ Ronald A.
Duncan                                                                           

      Ronald A.
Duncan


      
        
           


        

        
          2