麻豆最新出品

(12)听听Related Party Transactions with Officers and Directors

Chief Executive Officer Compensation Arrangements

In December 2019, the Compensation Committee (the 鈥淐ommittee鈥�) of 麻豆最新出品 approved a compensation arrangement (the 鈥渇ormer CEO Arrangement鈥�) for our former CEO. Also in December 2019, each of the Service Companies executed an amendment to each Service Company鈥檚 services agreement with 麻豆最新出品, pursuant to which components of the former CEO鈥檚 compensation described below were either paid directly to the former CEO by each Service Company or reimbursed to 麻豆最新出品, in each case based on allocations among 麻豆最新出品 and each of the Service Companies set forth in the service agreement amendments. This allocation percentage was determined based on a combination of (1) relative market capitalizations, weighted 50%, and (2) a blended average of historical time allocation on a 麻豆最新出品-wide and former CEO basis, weighted 50%, in each case, absent agreement to the contrary by 麻豆最新出品 and the Service Companies in consultation with the former CEO. The allocation percentage was adjusted annually and following certain events. As of December 31, 2024, 2023 and 2022, the allocation percentage for 麻豆最新出品 was 54%, 54% and 49%, respectively.

The former CEO Arrangement provided for a five year employment term which began on January 1, 2020 and ended December 31, 2024, with the following compensation components: (1) annual base salary of $3 million (with no contracted increase), (2) one-time cash commitment bonus of $5 million (paid in December 2019), (3) annual target cash performance bonus of $17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable company鈥檚 Compensation Committee), (4) upfront equity awards with an aggregate grant date fair value (鈥淕DFV鈥�) of $90 million (granted in two equal tranches in December 2019 and December 2020) and (5) annual equity awards with an annual aggregate GDFV of $17.5 million, consisting of time-vested options and/or performance-based restricted stock units (鈥淧RSUs鈥�).

On January 6, 2025, the 麻豆最新出品 board of directors approved an offer of employment for Derek Chang, 麻豆最新出品鈥檚 new President and Chief Executive Officer (the 鈥渘ew CEO鈥�). 听The new CEO began employment on February 1, 2025, and receives the following compensation: 听(1) annual base salary of $2.5 million, (2) one-time signing bonus of $150,000, (3) upfront signing award of Series C RSUs of 麻豆最新出品 Formula One common stock with a GDFV of $5 million, (4) upfront signing award of Series C RSUs of 麻豆最新出品 Formula One common stock with a GDFV of $15 million and (5) annual option to purchase shares of Series C Formula One common stock with a GDFV of $3 million.

Exchange Agreement with Chairman

On July 28, 2021, the Company entered into an exchange agreement, among the Company, John C. Malone (the Chairman of the Board of the Company), and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the 鈥淛M Trust鈥�) (the 鈥淓xchange Agreement鈥�), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49% (the 鈥淭arget Voting Power鈥�) plus 0.5% (under certain circumstances).

The Exchange Agreement provides for exchanges by the Company and Mr. Malone or the JM Trust of shares of Series B 麻豆最新出品 Live common stock or Series B 麻豆最新出品 Formula One common stock for shares of Series C 麻豆最新出品 Live common stock or Series C 麻豆最新出品 Formula One common stock, respectively, in connection with certain events, including (i) any event that would result in a reduction in the outstanding votes of any of the Company鈥檚 tracking stock groups (each, a 鈥淕roup鈥�) or an increase of Mr. Malone鈥檚 beneficially-owned voting power in either Group (other than a Voting Power Exchange (as defined below)) (an 鈥淎ccretive Event鈥�), in each case, such that Mr. Malone鈥檚 voting power with respect to such Group would exceed the Target Voting Power plus 0.5%, (ii) from and after the occurrence of any Accretive Event, any event that would result in an increase in the outstanding votes of either Group or a decrease of Mr. Malone鈥檚 beneficially-owned voting power in either Group (a 鈥淒ilutive Event鈥�), in each case, such that Mr. Malone鈥檚 voting power with respect to such Group falls below the Target Voting Power less 0.5%, or (iii) on a quarterly basis or in connection with any annual or special meeting of stockholders, upon request by Mr. Malone or the JM Trust, if Mr. Malone鈥檚 aggregate voting power in the Company is less than the Target Voting Power and would continue to be less than the Target Voting Power upon completion of such exchange (a 鈥淰oting Power Exchange鈥�). Additionally, the Exchange Agreement contains certain provisions with respect to fundamental events at the Company, meaning any combination, consolidation, merger, exchange offer, split-off, spin-off, rights offering or dividend, in each case, as a result of which holders of Series B common stock of one or more Groups are entitled to receive securities of the Company, securities of another person, property or cash, or a combination thereof.

In connection with an Accretive Event with respect to a Group, Mr. Malone or the JM Trust will be required to exchange with the Company shares of Series B common stock of such Group (鈥淓xchanged Group Series B Shares鈥�) for an equal number of shares of Series C common stock of the same Group so as to maintain Mr. Malone鈥檚 voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement. In connection with a Dilutive Event with respect to a Group, Mr. Malone and the JM Trust may exchange with the Company shares of Series C common stock of a Group for an equal number of shares of Series B common stock of the same Group equal to the lesser of (i) the number of shares of Series B common stock of the same Group which would maintain Mr. Malone鈥檚 voting power with respect to such Group as close as possible to, without exceeding, the Target Voting Power and (ii) the number of Exchanged Group Series B Shares at such time, on the terms and subject to the conditions of the Exchange Agreement. In a Voting Power Exchange, the Company will be required to exchange with Mr. Malone and the JM Trust shares of Series B common stock of either Group on a one-for-one basis for shares of Series C common stock of the same Group, with the maximum number of shares of Series B common stock to be delivered to Mr. Malone or the JM Trust equal to the number of Exchanged Group Series B Shares at such time that may be delivered without resulting in Mr. Malone鈥檚 aggregate voting power in the Company exceeding the Target Voting Power, on the terms and subject to the conditions of the Exchange Agreement.

As of December 31, 2024, there have been no exchanges of the Company鈥檚 shares pursuant to the Exchange Agreement.

Chairman鈥檚 Employment Agreement

On December听12, 2008, the Committee determined to modify its employment arrangements with Mr. Malone, to permit Mr. Malone to begin receiving payments in 2009 while he remains employed by the Company (instead of following

his termination) in satisfaction of 麻豆最新出品鈥檚 obligations to him under two deferred compensation plans and a salary continuation plan. Under one of the deferred compensation plans (the 鈥�8% Plan鈥�), compensation has been deferred by Mr. Malone since January听1, 1993 and accrues interest at the rate of 8% per annum compounded annually from the applicable date of deferral. Under the second plan (the 鈥�13% Plan鈥�), compensation was deferred by Mr. Malone from 1982 until December听31, 1992 and accrues interest at the rate of 13% per annum compounded annually from the applicable date of deferral. The amounts owed to Mr. Malone under the 8% Plan and 13% Plan aggregated approximately $2.4听million and $20听million, respectively, at December听31, 2008. The amount owed to Mr. Malone under his salary continuation plan aggregated approximately $39听million at December听31, 2008. Mr. Malone will receive 240 equal monthly installments as follows, which began on February 1, 2009: (1)听approximately $20,000 under the 8% Plan; (2)听approximately $237,000 under the 13% Plan; and (3)听approximately $164,000 under the salary continuation plan. Interest ceased to accrue under his salary continuation plan once the payment began.