Media General Stock Appreciation Right Agreement for Senior Management
This agreement is between Media General and a senior management employee, granting the employee cash-based Stock Appreciation Rights (SARs) as a long-term incentive. The SARs vest in one-third increments over three years and expire five years from the grant date. The maximum gain per share is capped at 100% of the fair market value on the grant date. While not required, the company encourages the employee to convert at least half of the SARs' value into company stock upon exercise. Acceptance requires signing and returning the agreement by the specified date.
Exhibit 10.02
DATE
«Title» «FirstName» «LastName»
«JobTitle», «Company»
Dear «Name»:
As you know, Media General did not receive shareholder approval last year to set aside shares for use as grants for stock-based incentive programs. For fiscal year 2007, we will use cash-based Stock Appreciation Rights (SARs) in lieu of stock options to provide a long-term incentive that rewards those whose decisions will determine the long-range success of our company and aligns their interests with those of our outside shareholders.
I am pleased to tell you that on Date of Grant, the Compensation Committee of the Board of Directors awarded you Stock Appreciation Rights (SARs) on «Stock» shares at a price of $xx.xx per share, the closing trading price on Date of Grant. I congratulate you on this award and on this opportunity to participate in the future growth of the Company.
Your SARs grant is subject to the terms of our Stock Appreciation Rights Plan, a summary of which is attached along with a copy of the plan; you should retain them and this letter for future reference. Your SARs grant becomes exercisable in one-third increments, with the first one-third becoming exercisable on the first anniversary of the date of the grant, the second one-third on the second anniversary and the final one-third on Date of Grant + 3 years. Your SARs term expires in 5 years on Date of Grant + 5 years. The maximum gain upon exercise of this award has been set at $xx.xx per share, i.e., 100% of the fair market value on the date of grant.
As part of the senior management team at Media General, I am sure that you are aware that direct ownership of Media General stock represents an important measure of our commitment to the Company. Purchasing or retaining shares signals continued and growing commitment. Therefore, while not a requirement, upon exercise, you strongly should consider converting and holding at least 50 percent of your SARs value, after paying the income taxes that may be due when you exercise your SARs, into shares of Media General common stock. Name of Human Resources representative will assist you in purchasing/acquiring these shares when you are ready to exercise.
You may contact Name of Human Resources representative with any questions about the operation of the program, but please understand that the Company cannot give you legal or tax advice. In this and all personal tax matters, we urge you to consult your own tax advisor.
Please confirm your receipt of this letter, the Plan document, the enclosed summary of the program and your acceptance of these terms by signing the enclosed copy of this letter and returning it to Name of Human Resources representative by Date.
Sincerely,
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| I confirm receipt of this letter and the Plan document, the enclosed summary of the program and my acceptance of the above terms. | ||||
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| Participant’s Signature | Date | |||
