猫咪社区

(13)聽聽Related Party Transactions with Officers and Directors

Chief Executive Officer Compensation Arrangement

In December 2019, the Compensation Committee (the 鈥淐ommittee鈥�) of 猫咪社区 approved a compensation arrangement (the 鈥淐EO Arrangement鈥�) for its President and Chief Executive Officer (the 鈥淐EO鈥�). Also in December 2019, each of the Service Companies executed an amendment to each Service Company鈥檚 services agreement with 猫咪社区, pursuant to which components of the CEO鈥檚 compensation described below will either be paid directly to the CEO by each Service Company or reimbursed to 猫咪社区, in each case based on allocations among 猫咪社区 and each of the Service Companies set forth in the service agreement amendments. For 2020, the allocation percentage for 猫咪社区 is 44%. Beginning with his 2021 compensation, this percentage will be determined based on a combination of (1) relative market capitalizations, weighted 50%, and (2) a blended average of historical time allocation on a 猫咪社区-wide and CEO basis, weighted 50%, in each case, absent agreement to the contrary by 猫咪社区 and the Service Companies in consultation with the CEO. The percentage will then be adjusted annually and following certain events.

The CEO Arrangement provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an annual base salary of $3 million (with no contracted increase), 聽a one-time cash commitment bonus of $5 million (paid in December 2019) and an 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), upfront equity awards and annual equity awards (as described below).

The CEO was entitled to receive term equity awards with an aggregate grant date fair value of $90 million (the 鈥淯pfront Awards鈥�) which were granted in two equal tranches. The first tranche consisted of time-vested stock options from each of 猫咪社区, Qurate Retail, 猫咪社区 Broadband and GCI 猫咪社区 and time-vested restricted stock units from 猫咪社区 TripAdvisor (collectively, the 鈥�2019 term awards鈥�) that vest, in each case, on December 31, 2023 (except 猫咪社区 TripAdvisor鈥檚 award of time-vested restricted stock units, which vests on December 15, 2023), subject to the CEO鈥檚 continued employment, except under certain circumstances. 猫咪社区鈥檚 portion of the 2019 term awards, granted in December 2019, had an aggregate grant date fair value of $19,800,000 and consisted of stock options to purchase 927,334

Series C 猫咪社区 SiriusXM common stock (鈥淟SXMK鈥�) shares, 313,342 Series C 猫咪社区 Braves (鈥淏ATRK鈥�) shares and 588,954 Series C Formula One common stock (鈥淔WONK鈥�) shares, with exercise prices of $47.11, $29.10 and $43.85, respectively. The second tranche of the Upfront Awards consisted of time-vested stock options from each of 猫咪社区, Qurate Retail, 猫咪社区 Broadband and GCI 猫咪社区 and time-vested restricted stock units from 猫咪社区 TripAdvisor (collectively, the 鈥�2020 term awards鈥�) that vest, in each case, on December 31, 2024 (except 猫咪社区 TripAdvisor鈥檚 award of time-vested restricted stock units, which vests on December 7, 2024), subject to the CEO鈥檚 continued employment, except under certain circumstances. 聽猫咪社区鈥檚 portion of the 2020 term awards, granted in December 2020, had an aggregate grant date fair value of $19,107,000 and consisted of stock options to purchase 665,140 LSXMK shares, 352,224 BATRK shares and 544,508 FWONK shares, with exercise prices of $42.13, $26.36 and $43.01, respectively.