exhibit10-160.htm


    
      Exhibit
10.160

      


      AMENDMENT
TO

      DEFERRED
COMPENSATION AGREEMENT

      WITH

      RONALD
A. DUNCAN

      


      This Amendment to the Deferred
Compensation 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 Compensation Agreement (the “Agreement”) on August 13,
1993;

      


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

      


      WHEREAS, pursuant to the Agreement,
Duncan’s deferred compensation account under the Agreement was credited with
certain specified amounts for each year from 1993 through 1997, totaling
$625,000;

      


      WHEREAS, GCI and Duncan agreed that
earnings on the amount credited to Duncan’s deferred compensation account under
the Agreement would be credited as if the deferred compensation account was
invested entirely in Class A common stock of GCI;

      


      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 compensation
account under the Agreement, including any earnings credited to the deferred
compensation 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 compensation 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 compensation account determined as if the
Class A common stock of GCI, upon which earnings on the deferred compensation
account currently are being based, 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
compensation account is determined as provided in this paragraph 3, such
deferred compensation account will not be further adjusted for any earnings or
interest after such date.

      


      3.           The
payment of Duncan’s deferred compensation 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 compensation
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

      



      
        
           


        

        
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