Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers

2017 Performance Awards. to the Liberty Global 2014 Incentive Plan,
as amended (the Incentive Plan), on February 21, 2017, the
Compensation Committee (the Committee) of Liberty Global plc’s
Board of Directors approved performance goals for the fiscal year
ending December 31, 2017, for annual cash performance awards to its
executive officers (the 2017 Performance Awards). In the following
text, the terms “we”, “our”, “our company” and “us” refers
to Liberty Global plc.

With respect to our Chief Executive Officer and the four other
named executive officers of our company, who we currently
anticipate will be among our five most highly compensated executive
officers for fiscal 2017 (the 2017 NEOs), a base objective relating
to growth in consolidated revenue or consolidated operating cash
flow relative to budgeted growth has been designed so that the
payment of 2017 Performance Awards to the 2017 NEOs will qualify as
performance-based compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended. The target 2017 Performance Award
will be split among the following performance metrics for the
fiscal year ending December 31, 2017: the achievement of budgeted
growth in revenue and operating cash flow, the achievement of a
target average customer relationship net promotor score (rNPS) and
the achievement of respective department goals and objectives.
Based on the achievement of these performance metrics, a payout of
up to 150% of the target bonus amount is available for
over-performance against budget/target, except the maximum payout
for the department metric will be limited to 50% of its weighted
portion. Individual performance against personal performance
objectives approved by the Committee could increase the maximum
2017 Performance Award to up to 210% of the target bonus amount.
The personal performance objectives for the 2017 NEOs and our other
officers consist of qualitative measures, which include individual
strategic, financial, transactional, organizational and/or
operational goals for each officer.

>If the 2017 base objective is achieved, the Committee may
approve payment to each of the 2017 NEOs of his maximum 2017
Performance Award, subject to the Committees discretion to reduce
the amount of the award to be paid to any 2017 NEO or to pay no
award to such 2017 NEO. The exercise of the Committees discretion
as to the amount of the 2017 Performance Award payable to any 2017
NEO will be based on the Committees assessment of our Companys
consolidated financial performance, our rNPS score, the respective
department performance and each executives performance against
personal performance objectives. The target 2017 Performance Award
is $9.5 million for our Chief Executive Officer, Michael T. Fries,
and $2.5 million for each of the other 2017 NEOs. These same terms
will also apply to other officers granted 2017 Performance Awards.

Compensatory Awards. Our company continues to grow, leveraging its
scale across multiple markets, and, as a result, the roles and
responsibilities of our Chief Financial Officer and our Chief
Technology and Innovation Officer have increased substantially. In
light of these increased responsibilities and to further align the
officers interests with the interests of our shareholders, on
February 21, 2017, the Committee approved the following awards
under the Incentive Plan for Charles HR Bracken and Balan Nair,
each of whom are expected to be 2017 NEOs:

The SAR awards consist of one-third Liberty Global Class A SARs and
two-thirds Liberty Global Class C SARs. The SAR awards will vest in
three equal annual installments commencing on March 1, 2018 and
have a seven year term. In addition, the Committee authorized 25
hours per year of personal use of our aircraft without cost
reimbursement for Mr. Bracken.