LMC 12.31.2012 EX 10.23






Exhibit 10.23














February 5, 2013


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”), and supersedes,  as  of  the date  of  this  Agreement,  our  prior  letter  about the Aircraft dated February 22, 2008 (the “Prior Letter”).


		
	1.
	Use of the Aircraft.   During the Term (as defined below), you may use up to 120 hours per year worth of flight time (the “Annual Allotment”) on the Aircraft for personal use (“Personal Flight Time”).  You may schedule Personal Flight Time with LMC's flight department subject to availability of the Aircraft.   LMC will not have any obligation to pay you for any unused Annual Allotment, and LMC will have no obligation to continue to  own or lease any Aircraft.   Effective as of January 1, 2013,  Personal  Flight  Time where there are no passengers on Aircraft wholly owned by LMC (“LMC Aircraft”) will not count against the 120-hour limit if the LMC flight department determines that the use of a NetJets, Inc. supplied Aircraft for the proposed personal flight would be disadvantageous to LMC due to (i) use of budgeted hours under the then current LMC contract  with  NetJets,  Inc.  or  (ii) flight cost as compared to the cost of using LMC Aircraft.  




		
	2.
	IRS Reporting.   The  fair  market  value of  Personal Flight Time will be reflected as income  on  your W-2 in accordance  with applicable  IRS  regulations  based  on the Standard Industry  Fare  Level   formula   (SIFL)  pursuant to 26 C.F.R. §1.61-21(g)  or  a  comparable successor provision.




		
	3.
	Term.  The term of this Agreement (the “Term”) will be deemed to have commenced on the date of this Agreement and will expire on the earliest of (i) the date that you cease to be employed by LMC subject to any continued right to use the Aircraft under the terms of your employment arrangement in effect at the time of such termination 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 constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all previous written or oral representations, promises, agreements or understandings of whatever nature between the parties with respect to the subject matter (including, without limitation, the Prior Letter).  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.




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




Very truly yours, 


Liberty Media Corporation




By:    /s/ Richard N. Baer            
Richard N. Baer
Senior Vice President


Agreed:




/s/ Gregory B. Maffei            
Gregory B. Maffei


































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