For purposes of the KRM Letter Agreement, the term “retirement” means Mr. K.R. Murdoch’s
resignation or termination of employment after attainment of age 60 with 10 years of service so long as he is not then employed by another company. A similar definition applies under the LTIP, which defines a “retirement” as the resignation
or termination of employment after attainment of age 60 with 10 years of service.
With respect to any outstanding equity awards, in the event of any type of termination
that occurs on or prior to the last day of the first fiscal year of any applicable performance period, the entire award will be forfeited.
Mr. Thomson is party to an amended and restated employment agreement with the Company,
dated as of May 11, 2023 (the “Thomson Agreement”), which became effective on July 1, 2023, and thus was in effect as of the last day of fiscal 2023.
The term of the Thomson Agreement extends through June 30, 2027. Pursuant to the Thomson
Agreement, Mr. Thomson will receive a base salary at an annual rate of $3,000,000 and is eligible to receive a performance-based annual bonus with a target of $5,000,000.
Mr. Thomson is also eligible to receive annual grants of long-term performance-based
equity awards with a target of $9,000,000 for fiscal 2024 and $10,500,000 beginning with fiscal 2025, provided that at least $1,000,000 of such target will be solely based on the achievement of relative TSR.
Mr. Thomson is eligible to participate in incentive or benefit plans or arrangements in
effect or to be adopted by the Company or its applicable affiliates and to such other perquisites as are applicable to the Company’s other senior executives of equal rank.
Pursuant to the Thomson Agreement and his currently outstanding equity award agreements,
during any period that Mr. Thomson fails to perform his duties as a result of incapacity and disability due to physical or mental illness, or if Mr. Thomson is terminated by reason of his death, Mr. Thomson (or his surviving spouse or other
designee or the legal representative of his estate) is entitled to:
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continue to receive his full base salary until Mr. Thomson returns to his duties or until one year
following his termination;
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any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of
termination;
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a pro-rata portion of the annual bonus he would have earned for the fiscal year of termination had
no termination occurred, calculated based on the pre-determined target annual bonus amount and the number of days he was employed by the Company in the fiscal year during which his employment terminated compared to the total number
of days in such fiscal year; and
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vesting and payment of his outstanding equity awards as set forth in the applicable equity award
agreements, which for PSUs, provide that if termination due to death or qualifying disability occurs beyond the last day of the first fiscal year of the applicable performance period, (i) in the event of death, his estate will
receive the cash value of shares of the Company’s Class A Common Stock as soon as practicable, based on the projected performance of the Company, as determined by the Company, for all awards with less than one year remaining in the
performance period, and based on target level performance otherwise, and (ii) in the event of a qualifying disability, he will receive the cash value of shares of the Company’s Class A Common Stock based on the overall payout
multiplier for the performance objectives on the applicable vesting date(s), and for RSUs, provide for immediate vesting of all outstanding unvested RSUs in the event of his death and continued vesting of outstanding RSUs for a
period of three years in the event of his permanent disability.
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The Company may terminate Mr. Thomson’s employment if, as a result of his incapacity and
disability due to physical or mental illness, he fails to perform his duties for one year.
If Mr. Thomson’s employment is terminated by the Company for cause or if he resigns other
than for good reason, Mr. Thomson will be entitled to receive:
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his full base salary through the date of termination; and
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any annual bonus payable but not yet paid with respect to any fiscal year ended prior to the date of
termination.
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