MEDIA GENERAL, INC.
Exhibit 10.14
MEDIA GENERAL, INC.
1996 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
Amended as of December 31, 2001
Media General, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, which, along with its wholly owned subsidiaries, is hereinafter referred to as the Company, has previously adopted the Media General, Inc. 1995 Long-Term Incentive Plan, Amended and Restated as of May 18, 2001 for officers and other salaried employees of the Company (the LTIP).
Under the terms of the LTIP, the Compensation and Stock Option Committee of the Board of Directors of the Company (the Committee) has the authority to determine and establish the type and number of Awards to be granted, the terms and conditions, including forfeiture provisions of such Awards, and to select the Participants to receive any such Awards, in each case subject to and consistent with the provisions of the LTIP. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the LTIP.
1. Purpose. This Employee Non-Qualified Stock Option Plan (the Plan) is intended to advance the interests of the Company by providing its officers and other key executive employees having substantial responsibility for the direction and management of the Company an additional incentive to promote its success and to encourage them to remain in its employ.
2. Administration of Plan. The Plan shall be administered by the Committee, which shall consist of two or more directors, all of whom shall be disinterested persons under Rule 16b-3 prior to August 15, 1996 and Non-Employee Directors under Rule 16b-3 on and after August 15, 1996, as promulgated under the Securities Exchange Act of 1934, and outside directors under Section 162(m) of the Code. The Committee shall adopt such rules and regulations as it deems necessary to carry out the Plan. The Board may from time to time make such changes in and additions to the Plan as it may deem proper in order to accomplish the intentions of the Plan. The interpretation and construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board, be final and conclusive.
3. Eligibility. The Committee shall grant Non-Qualified Stock Options (Options) only to officers and other key executive employees of the Company who perform services of major importance in the management, operation and development of the business of the Company (Optionee). The Committee shall determine the term of such Options and the number of shares to be allocated to each Optionee.
4. Stock. The Board hereby authorizes the Committee to appropriate and to grant Options for, and to issue and sell for the purposes of the Plan, an aggregate of 2,700,000 shares of the Class A Common Stock of the Company (subject to adjustment as provided hereinafter). Any Options that expire or are forfeited pursuant to paragraph 6 hereof may be granted in whole or in part to another Optionee by the Committee. The Company shall not be required to issue or deliver any certificate for shares of its stock purchased upon the exercise of any part of any such Option prior to (1) the admission of such shares to listing on any stock exchange on which the stock of the Company may then be listed, (2) the completion of any registration or other qualification of such shares under any state or federal
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law or ruling or regulation of any governmental regulatory body which the Company shall, in its sole discretion, determine is necessary or advisable, and (3) the receipt by the Board of an opinion of counsel that all applicable legal requirements have been complied with.
5. Price. The purchase price of the shares of stock covered by an Option granted hereunder shall be as determined by the Committee, but such price shall not be less than the fair market value of such shares covered by an Option on the date such Option is granted. For purposes of the Plan, fair market value shall mean the average of the highest and lowest trading prices at which shares of the Companys Class A Common Stock are traded on the date that an Option is granted.
6. Duration and Exercise of Options. Except as otherwise provided herein, any Option granted under this Plan shall be exercisable during the employment of the Optionee and twelve (12) months thereafter and during such extended period as may be determined by the Committee. Except as may be determined by the Committee on the date of grant, in the event an Option is not held for three (3) full years from the date the Option is granted such Option may be exercised only in accordance with the following schedule of time and proportions of the total stock subject thereto:
Option held less than one (1) year | up to 0% of total | |
Option held one (1) year or more | up to 33 1/3% of total | |
Option held two (2) years or more | up to 66 2/3% of total |
provided, however, that such vesting shall cease (except pursuant to the following two paragraphs) upon termination of employment and further provided that no fractional shares shall be issued.
In the event of the death of the Optionee while employed by the Company, any Option held by such Optionee may be exercised in full without regard to the length of time the Option has been held by said Optionee by the legatees, personal representatives or distributees of the Optionee within one year of the date of the Optionees death.
In the event of the termination of the Optionees employment by reason of his retirement after at least ten years of service with the Company and after attaining age fifty-five (55), or by reason of his disability at any age, then such Optionee may, within twelve (12) months after such termination of employment, or such extended period as may be determined by the Committee, exercise any Option granted under the Plan in full without regard to the length of time the Option shall have been held by said Optionee.
Notwithstanding any provision to the contrary contained herein, unless the Board specifically extends the period during which any Option granted under this Section 6 may be exercised, such option shall expire and be forfeited on the date that is ten (10) years from the date such Option is granted.
The exercise of any Option and delivery of the Option shares shall be contingent upon receipt by the Company of the full purchase price of such Option shares in cash and upon payment of all federal and state withholding taxes required by law.
7. Non-transferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent and distribution.
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8. Effect of Stock Dividends, Stock Splits, etc. The Committee shall make appropriate adjustments in the price of the shares and the number allotted or subject to allotment if there are any changes in the outstanding shares of Class A Common Stock of the Company by reason of stock dividends, stock splits, recapitalizations, mergers, or consolidation. In addition, in the case of merger, consolidation, dissolution or liquidation, the expiration date and the time at which any Option granted under this Plan may or must be exercised may be accelerated by the Board.
9. Expiration and Termination of the Plan. Options may be granted under the Plan at any time until the Plan shall be terminated by the Board or the Stockholders of Media General, Inc.
10. Waiver of Vesting and Benefit Accrual Limitations. The Committee may, in its sole discretion, waive, modify or amend all or any portion of the provisions of the Plan that have the effect of limiting the right of a Participant to exercise any option granted under the Plan. Such action by the Committee may be made on a case by case basis or may be made with respect to all Optionees.
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