LIN TV Corp. Summary of Director Compensation Policy (as of March 15, 2006)
LIN TV Corp. outlines its compensation policy for non-employee directors as of March 15, 2006. Non-employee directors receive annual cash retainers, additional fees for committee chair roles, and per-meeting attendance fees. Directors are also granted stock options and restricted stock, with the option to receive part of their retainer in company stock. Due to a drafting error in 2005, directors received an additional cash payment, with a recommendation to use it to purchase company stock. The policy details compensation structure, equity grants, and special provisions for 2005.
Exhibit 10.38
LIN TV Corp.
As of March 15, 2006, our non-employee directors receive the following compensation:
$ 30,000 $ 7,500 $ 10,000 $ 1,500 $ 1,000 10,000 shares 1,333 shares 888 shares $ 26,195
(1) Directors may elect to receive half of their annual retainer in class A common stock.
(2) It was the intention of the Board of Directors in 2005 to amend the annual equity grants to non-employee directors to provide for grants of options to purchase 3,000 shares of class A common stock and 2,000 shares of restricted stock commencing as of the approval of such arrangements at the 2005 annual meeting of stockholders. Although the description of the Amended and Restated 2002 Non-Employee Director Stock Plan in the proxy statement for the 2005 annual meeting of shareholders accurately described the intended grants, due to a drafting error, the form of Amended and Restated 2002 Non-Employee Director Stock Plan submitted to stockholders for approval at the 2005 annual meeting of stockholders instead provided, pursuant to a formula contained in such form of plan, that that 2005 annual grant to non-employee directors would consist of options to purchase 1,333 shares of class A common stock and 888 shares of restricted stock.
As a result, the Board approved in addition to the annual retainer and option and restricted stock awards granted pursuant to the director compensation policies then in effect, an additional cash payment for service as a director in 2005 equal to $26,195 (the “Additional Cash Payment”). The Board also adopted a resolution recommending that each non-employee director use the proceeds of the Additional Cash Payment after the payment of applicable taxes to make an acquisition, subject to compliance with all applicable securities laws, of additional shares of class A common stock and to retain any shares of class A common stock so purchased until the date on which such shares of class A common stock would have vested had such shares of class A common stock been granted as a restricted stock award pursuant to the Amended and Restated 2002 Non-Employee Director Stock Plan.
