LIBERTY TRIPADVISOR HOLDINGS, INC.
2019 OMNIBUS INCENTIVE PLAN
CASH AWARD AGREEMENT
THIS CASH AWARD AGREEMENT (this “Agreement”) is entered into effective as of [___] by and between LIBERTY TRIPADVISOR HOLDINGS, INC., a Delaware corporation (the “Company”), and Gregory B. Maffei (the “Grantee”).
The Grantee is employed as of the Grant Date as the President and Chief Executive Officer of Liberty Media Corporation (“LMC”) and the Company pursuant to the terms of an employment agreement between LMC and the Grantee dated effective as of December 13, 2019 (as amended and/or amended and restated from time to time, the “Employment Agreement”) and a Services Agreement between LMC and the Company dated as of August 27, 2014 (as amended and/or amended and restated from time to time, the “Services Agreement”). The Company has adopted the Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan (as may be amended prior to or after the Grant Date, the “Plan”), a copy of which as in effect on the Grant Date is attached hereto as Exhibit A and by this reference made a part hereof, for the benefit of eligible employees and independent contractors of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein or in the Employment Agreement will have the meaning given thereto in the Plan.
The Company and the Grantee therefore agree as follows:
“202[_] Incentive Program” means the 202[_] Performance Incentive Program approved by the Committee on [___], which established performance criteria with respect to vesting of the Cash Award, a copy of which has been provided to the Grantee.
“Cash Award” has the meaning specified in the Plan, and refers to the Cash Award granted hereunder.
“Cash Award Target Amount” has the meaning set forth in Section 2.
“Cause” has the meaning specified in the Employment Agreement.
“Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.
“Committee” means the Compensation Committee of the Board of Directors of the Company.
“Committee Certification Date” has the meaning specified in Section 3(a).
“Common Stock” means the Company’s LTRPB Common Stock.
“Company” has the meaning specified in the preamble to this Agreement.
“Disability” has the meaning specified in the Employment Agreement.
“Employment Agreement” has the meaning specified in the recitals to this Agreement.
“Good Reason” has the meaning specified in the Employment Agreement.
“Grant Date” means [___].
“Grantee” has the meaning specified in the preamble to this Agreement.
“Performance Metrics” has the meaning specified in the Employment Agreement.
“Plan” has the meaning specified in the recitals of this Agreement.
“Separation” means the date as of which the Grantee is no longer employed by or providing services to the Company or any of its Subsidiaries.
“Services Agreement” has the meaning specified in the recitals to this Agreement.
“Vested Cash Award” has the meaning specified in Section 3(b).
“Vesting Date” means the date on which the Cash Award vests, as determined in accordance with this Agreement and which for the avoidance of doubt, shall be the Committee Certification Date or, if applicable, the date of Grantee’s Separation as described in Section 6(b).
competent jurisdiction that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Committee; or (b) after the Grantee’s death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom the Cash Award is transferred in accordance with the provisions of the preceding sentence shall take such Cash Award subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to the Grantee.
Liberty TripAdvisor Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
Attn: Chief Legal Officer
Unless the Company elects to notify the Grantee electronically pursuant to the online grant and administration program or via email, any notice or other communication to the Grantee with respect to this Agreement will be in writing and will be delivered personally, or will be sent by United States first class mail, postage prepaid, to the Grantee’s address as listed in the records of the Company on the date of this Agreement, unless the Company has received written notification from the Grantee of a change of address.
withhold such amount or the Grantee is required to pay such amount to the Internal Revenue Service. Notwithstanding the foregoing, all payments under this Section will be made to the Grantee, or on the Grantee’s behalf, no later than the end of the calendar year immediately following the calendar year in which the Grantee or the Company paid the related taxes, interest or penalties. The Grantee will cooperate with the Company in taking such actions as the Company may reasonably request to assure that this Agreement will meet the requirements of Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder and to limit the amount of any additional payments required by this Section to be made to the Grantee. The Company represents and warrants that the Cash Award satisfy all requirements under Section 409A of the Code and any U.S. Department of the Treasury regulations promulgated thereunder such that the Cash Award is exempt from or compliant with Section 409A of the Code.
available to the public (unless such availability occurs as a result of the Grantee’s breach of any of his obligations under this Section). If the Grantee is in breach of any of the provisions of this Section or if any such breach is threatened by the Grantee, in addition to and without limiting or waiving any other rights or remedies available to the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, without the necessity of posting a bond, to restrain any such breach or threatened breach and to enforce the provisions of this Section. The Grantee agrees that there is no adequate remedy at law for any such breach or threatened breach and, if any action or proceeding is brought seeking injunctive relief, the Grantee will not use as a defense thereto that there is an adequate remedy at law.
Liberty TripAdvisor Holdings, Inc.
Gregory B. Maffei