Exhibit 10.7
GCI LIBERTY, INC.
2025 TRANSITIONAL STOCK ADJUSTMENT PLAN
“Approved Transaction” means (i) the consummation of any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (A) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (B) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, or (C) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (ii) any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve the adoption of any plan or proposal for the liquidation or dissolution of the Company.
“Awards” means collectively the Restricted Stock Awards and Restricted Stock Units.
“Board” means the Board of Directors of the Company.
“Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code section shall include any successor section.
“Committee” means the committee of the Board appointed to administer this Plan pursuant to Article VII.
“Common Stock” means each or any (as the context may require) series of the Company’s common stock.
“Control Purchase” means any transaction (or series of related transactions) in which any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) John C. Malone, (b) the President and each of the directors of the Company, in each case, as of the Distribution Date, and (c) the respective family members, estates and heirs of each of the Persons referred to in clauses (a) and (b) above and any trust or other investment vehicle for the primary benefit of any of such Persons or their respective family members or heirs. As used with respect to any Person, the term “family member” means the spouse, siblings and lineal descendants of such Person.
“Distribution Date” means 4:30 p.m. New York City time, on July 14, 2025.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.
“Fair Market Value” of a share of any series of Common Stock on any day means (i) for the purpose of determining the tax withholding due upon the vesting or settlement of Restricted Stock Awards or Restricted Stock Units and the related purpose of valuing shares withheld from such Awards to satisfy tax withholding obligations, the closing price for a share of such series of Common Stock on the trading day next preceding the day that such Award vests as reported on the consolidated transaction reporting system for the principal national securities exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc., or (ii) for all other purposes under the Plan, the closing price of a share of such series of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading day) all as reported on the consolidated transaction reporting system for the principal national securities exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc. If for any day the Fair Market Value of a share of the applicable series of Common Stock is not determinable by any of the foregoing means, or if there is insufficient trading volume in the applicable series of Common Stock on such trading day, then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of such quotations and other considerations as the Committee deems appropriate.
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“GCI Employee” shall have the meaning ascribed to the term “SpinCo Employee” in the Separation and Distribution Agreement.
“Incentive Plan” means the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, as amended, the Liberty Broadband Corporation 2024 Omnibus Incentive Plan, as amended, and any other stock option or incentive plan adopted or assumed by LBC pursuant to which any Participant holds an outstanding LBC Award as of the Distribution Date. Depending on the context, “Incentive Plan” shall mean all of such plans or a particular one of such plans.
“LBC Award” means (1) an unvested award of restricted shares of LBC Common Stock or (2) an unvested award of restricted stock units of LBC Common Stock held by a GCI Employee that will be adjusted into an award of restricted stock units with respect to Common Stock pursuant to the terms of the Separation and Distribution Agreement.
“LBC Common Stock” means shares of each or any (as the context may require) series of LBC’s common stock, par value $.01 per share.
“LMC” means Liberty Media Corporation, a Delaware corporation.
“Participant” means a person who, as of the Distribution Date, holds an outstanding LBC Award.
“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.
“Plan” means this GCI Liberty, Inc. 2025 Transitional Stock Adjustment Plan, as set forth herein and as from time to time amended.
“Qualifying Subsidiary” means a former direct or indirect subsidiary of LBC, any successor of such former subsidiary, and the parent company (directly or indirectly) of any such former subsidiary or successor, including without limitation the Company.
“Restricted Stock Award” means an award of restricted shares of Common Stock, granted by the Company to a Participant pursuant to Section 5.1.
“Restricted Stock Units” means an award of restricted stock units of Common Stock, granted by the Company to a Participant pursuant to Section 5.2.
“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Securities Act section shall include any successor section.
“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement by and between LBC and the Company, dated as of June 19, 2025, 2025.
“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of such Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.
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The aggregate number of shares of Common Stock which may be issued under this Plan shall not exceed 168,760 shares, subject to adjustment as hereinafter provided. The shares of Common Stock which may be granted pursuant to Awards will consist of either authorized but unissued shares of Common Stock or shares of Common Stock which have been issued and reacquired by the Company, including shares purchased in the open market. The total number of shares authorized under this Plan shall be subject to increase or decrease in order to give effect to the adjustment provision of Section 8.3 and to give effect to any amendment adopted as provided in Section 7.1.
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