OF IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL,
AND WITH RESPECT TO ALL OTHER PARTICIPANTS SOLELY TO THE EXTENT PROVIDED IN THE
APPLICABLE AWARD AGREEMENT:
(I)
ANY OPTIONS AND STOCK APPRECIATION RIGHTS OUTSTANDING WHICH ARE
NOT THEN EXERCISABLE AND VESTED SHALL BECOME FULLY EXERCISABLE AND VESTED;
(II)
THE RESTRICTIONS AND DEFERRAL LIMITATIONS APPLICABLE TO ANY
RESTRICTED STOCK SHALL LAPSE, AND SUCH RESTRICTED STOCK SHALL BECOME FREE OF ALL
RESTRICTIONS AND BECOME FULLY VESTED AND TRANSFERABLE; AND
(III)
ALL RESTRICTED STOCK UNITS SHALL BE CONSIDERED TO BE EARNED AND
PAYABLE IN FULL, AND ANY RESTRICTIONS SHALL LAPSE, AND SUCH RESTRICTED STOCK
UNITS SHALL BE SETTLED AS PROMPTLY AS IS PRACTICABLE IN THE FORM SET FORTH IN
THE APPLICABLE AWARD AGREEMENT; PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY
RESTRICTED STOCK UNIT THAT CONSTITUTE A "NONQUALIFIED DEFERRED COMPENSATION
PLAN" WITHIN THE MEANING OF SECTION 409A OF THE CODE, THE SETTLEMENT OF SUCH
RESTRICTED STOCK UNITS PURSUANT TO THIS SECTION 10(A)(III) SHALL NOT OCCUR UNTIL
THE EARLIEST OF (1) THE CHANGE IN CONTROL IF SUCH CHANGE IN CONTROL CONSTITUTES
A "CHANGE IN THE OWNERSHIP OF THE CORPORATION," A "CHANGE IN EFFECTIVE CONTROL
OF THE CORPORATION" OR A "CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF
THE ASSETS OF THE CORPORATION," WITHIN THE MEANING OF
SECTION 409A(A)(2)(A)(V) OF THE CODE, (2) THE DATE SUCH RESTRICTED STOCK UNITS
WOULD OTHERWISE BE
SETTLED PURSUANT TO THE TERMS OF THE AWARD AGREEMENT AND (3) THE PARTICIPANT'S
"SEPARATION OF SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE CODE.
(B)
DEFINITION OF CHANGE IN CONTROL.
FOR PURPOSES OF THE PLAN, UNLESS
OTHERWISE PROVIDED IN AN OPTION AGREEMENT OR OTHER AGREEMENT RELATING TO AN
AWARD, A "CHANGE IN CONTROL" SHALL MEAN THE HAPPENING OF ANY OF THE FOLLOWING
EVENTS:
(I)
THE ACQUISITION BY ANY INDIVIDUAL, ENTITY OR GROUP (A "PERSON"),
OTHER THAN BARRY DILLER, LIBERTY MEDIA CORPORATION, THEIR RESPECTIVE AFFILIATES,
ANY GROUP INCLUDING ANY OF THE FOREGOING, OR THE CORPORATION, OF BENEFICIAL
OWNERSHIP OF EQUITY SECURITIES OF THE CORPORATION REPRESENTING MORE THAN 50% OF
THE VOTING POWER OF THE THEN OUTSTANDING EQUITY SECURITIES OF THE CORPORATION
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS (THE "OUTSTANDING
CORPORATION VOTING SECURITIES"); PROVIDED, HOWEVER, THAT (A) FOR PURPOSES OF
THIS SUBSECTION ANY GROUP INCLUDING LIBERTY MEDIA CORPORATION OR ITS AFFILIATES
(BUT EXCLUDING BARRY DILLER) SHALL BE EXCLUDED ONLY SO LONG AS THEY OWN OVER 50%
OF THE AGGREGATE ECONOMIC OWNERSHIP HELD BY SUCH GROUP, AND (B) ANY ACQUISITION
THAT WOULD CONSTITUTE A CHANGE OF CONTROL UNDER THIS SUBSECTION (I) THAT IS ALSO
A BUSINESS COMBINATION SHALL BE DETERMINED EXCLUSIVELY UNDER SUBSECTION
(III) BELOW; OR
(II)
INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE, CONSTITUTE THE BOARD
(THE "INCUMBENT DIRECTORS") CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A
MAJORITY OF THE BOARD; CONSTITUTE THE BOARD (THE "INCUMBENT DIRECTORS") CEASE
FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY OF THE BOARD; PROVIDED,
HOWEVER, THAT ANY INDIVIDUAL BECOMING A DIRECTOR SUBSEQUENT TO THE EFFECTIVE
DATE, WHOSE ELECTION, OR NOMINATION FOR ELECTION BY