SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MEDIA GENERAL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Media
General
Notice of 1995
Annual Meeting
and
Proxy Statement
Friday, May 19, 1995
at 11:00 a.m.
Richmond Newspapers Production Facility
5555 Chamberlayne Road (U.S. 301)
Mechanicsville, Virginia
<PAGE>
Media General, Inc., P.O. Box 85333 Richmond, Virginia 23293-0001 (804) 649-6000
Media
General
John Stewart Bryan III
Chairman and President
April 10, 1995
Dear Stockholder:
You are cordially invited to attend Media General's 1995 Annual
Meeting on Friday, May 19, 1995.
THIS YEAR'S ANNUAL MEETING WILL BE HELD AT THE RICHMOND NEWSPAPERS
PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301, JUST NORTH OF ITS
INTERSECTION WITH I-295), MECHANICSVILLE, VIRGINIA.
Whether or not you plan to be present at the Annual Meeting, we
value your vote. Please complete, sign and return the enclosed proxy card
at your earliest convenience.
I look forward to seeing you on May 19.
Yours sincerely,
J. Stewart Bryan III
METROPOLITAN NEWSPAPERS (BULLET) TELEVISION (BULLET) CATV (BULLET)
NEWSPRINT (BULLET) PUBLISHING
<PAGE>
Media
General
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
TO THE CLASS A AND CLASS B COMMON STOCKHOLDERS
OF MEDIA GENERAL, INC.
Please take notice that the 1995 Annual Meeting of Stockholders of Media
General, Inc., will be held at the RICHMOND NEWSPAPERS PRODUCTION FACILITY, 5555
CHAMBERLAYNE ROAD (U.S. 301), MECHANICSVILLE, VIRGINIA, ON FRIDAY, MAY 19, 1995,
AT 11:00 A.M. for the following purposes:
1. To elect a Board of Directors for the ensuing year;
2. To approve the Media General, Inc., Restricted Stock Plan for
Non-Employee Directors;
3. To approve the Media General, Inc., 1995 Long-Term Incentive Plan;
and
4. To act upon such other matters as properly may come before the
meeting.
Holders of the Company's Class A and Class B Common Stock of record at the
close of business on March 24, 1995, are entitled to notice of and to vote at
the meeting.
Your attention is directed to the accompanying Proxy Statement.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
Richmond, Virginia
April 10, 1995
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING
PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETING IN PERSON. STOCKHOLDERS WHO EXPECT TO ATTEND IN PERSON ARE
REQUESTED TO PLEASE SO INDICATE ON THE BACK OF THE ACCOMPANYING PROXY CARD. A
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
PROXY STATEMENT
1995 ANNUAL MEETING OF STOCKHOLDERS
SOLICITATION OF PROXIES
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Media General, Inc. (the Company), to be used at
the 1995 Annual Meeting of Stockholders to be held at the RICHMOND NEWSPAPERS
PRODUCTION FACILITY, 5555 CHAMBERLAYNE ROAD (U.S. 301), MECHANICSVILLE,
VIRGINIA, ON FRIDAY, MAY 19, 1995, AT 11:00 A.M. Proxies properly executed will
be voted at the meeting in accordance with instructions. A proxy may be revoked
by a Stockholder at any time before it is voted.
The Annual Report to the Stockholders of the Company including financial
statements for the fiscal year ended December 25, 1994, and this Proxy Statement
and accompanying proxy card are being mailed to Stockholders on or about April
10, 1995.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 25,883,409 shares of Class A Common Stock
(Class A Stock) and 556,574 shares of Class B Common Stock (Class B Stock) as of
March 24, 1995. Only holders of record at the close of business on such date
will be entitled to vote, and each share of Class A or Class B Stock will be
entitled to one vote on each matter as to which such class is entitled to vote,
either alone or together with the other class.
The following table shows the stock ownership as of the most recent
practicable date of all persons known by the Company to have been the beneficial
owners of more than 5% of the outstanding shares of any class of the Company's
securities and the stock ownership of the directors and officers of the Company
as a group. All such information is based on information furnished by or on
behalf of the persons listed, who have sole voting power and sole investment
power as to all shares of Class A and Class B Stock listed unless noted to the
contrary.
AMOUNT
AND
TITLE NATURE OF PERCENT
NAME AND ADDRESS OF OF BENEFICIAL OF
BENEFICIAL HOLDER CLASS OWNERSHIP CLASS
[S] [C] [C] [C]
D. Tennant Bryan Class A 2,184,567(1) 8.4%
333 East Grace Street Class B 373,000(1) 67.0%
Richmond, VA 23219
J. Stewart Bryan III Class A 1,395,261(1)(2) 5.4%
333 East Grace Street Class B 29,568(2) 5.3%
Richmond, VA 23219
Estate of Elizabeth G. Henry Class B 53,360(3) 9.6%
c/o Bryan Brothers
5516 Falmouth St., Suite 302
Richmond, VA 23230
Mario J. Gabelli Class A 7,824,050(4) 30.2%
655 Third Avenue
New York, NY 10017
The Northern Trust Company Class A 2,914,391(5) 11.3%
50 South La Salle Street
Chicago, IL 60675
All directors and executive Class A 4,144,072(6) 16.0%
officers as a group Class B 420,000(6) 75.5%
<PAGE>
(1) The shares listed for D. Tennant Bryan include 995 shares of Class A Stock
held for his benefit by the Media General, Inc. Thrift Plan Plus (Thrift
Plan) as of January 31, 1995, 4,800 shares of Class A Stock held by a
private foundation controlled by D. Tennant Bryan, 2,178,772 shares of Class
A Stock held by The David Tennant Bryan Revocable Declaration of Trust (The
D.T. Bryan Trust) and 373,000 shares of Class B Stock held by the D. Tennant
Bryan Media Trust (Media Trust). D. Tennant Bryan is the grantor and has
reserved a right of revocation with respect to The D.T. Bryan Trust and the
Media Trust. D. Tennant Bryan is the sole trustee of The D.T. Bryan Trust,
and D. Tennant Bryan and J. Stewart Bryan III serve as joint trustees of the
Media Trust. D. Tennant Bryan and J. Stewart Bryan III, together with The D.
T. Bryan Trust and the Media Trust, constitute a group for certain purposes,
having aggregate beneficial ownership of 3,579,828 shares of Class A Stock
and 402,568 shares of Class B Stock.
(2) The shares listed for J. Stewart Bryan III include 39,563 shares of Class A
Stock held for his benefit by the Thrift Plan as of January 31, 1995, and
104,900 shares of Class A Stock registered in his name under the Restricted
Stock Plan. Shares listed for J. Stewart Bryan III do not include 373,000
shares of Class B Stock held by the Media Trust. The listed shares include
92,366 shares of Class A Stock subject to currently exercisable options and
1,072,048 shares of Class A Stock held by other trusts of which J. Stewart
Bryan III serves as a fiduciary and shares in the control of the voting and
disposition of shares. Shares held by trusts of which he is a beneficiary,
but as to which he is not a trustee and does not control the voting or
disposition of shares, are not included.
(3) The Executors of the Estate of Elizabeth G. Henry are Jane Bryan
Brockenbrough, Elizabeth B. Staunton, Anne S. Brockenbrough and Austin
Brockenbrough, IV, the address for each of whom for this purpose is c/o
Bryan Brothers at the address shown in the table. In addition to the shares
held by the Estate of Elizabeth G. Henry, as to which each of the Executors
shares voting and dispositive power, Jane Bryan Brockenbrough has sole
voting and dispositive power as to 49,000 shares of Class A Stock and 2,220
shares of Class B Stock.
(4) The shares listed include shares held by Mr. Gabelli or entities which are
under his direct or indirect control. Mr. Gabelli and such entities, in the
aggregate, have sole dispositive power only as to 375,100 shares. Mr.
Gabelli is deemed to have beneficial ownership of all of the foregoing
shares, and one of the entities he controls, Gabelli Funds, Inc., is deemed
to have beneficial ownership of all such shares other than 2,500 shares held
directly by Mr. Gabelli.
(5) The Northern Trust Company serves as trustee of the Thrift Plan, and
2,893,991 of the Class A shares held as of January 31, 1995, are held in
that capacity. The Thrift Plan provides that shares held for the Thrift Plan
are to be voted by the trustee in the same proportion as instructions
received from participants. Subject to certain restrictions, participants
have the right to direct the disposition of shares of Class A Stock held for
their benefit by the Thrift Plan. The Northern Trust Company has sole voting
power as to all of the remaining 20,400 Class A shares.
(6) Includes an aggregate of 280,895 Class A shares subject to currently
exercisable stock options.
<PAGE>
ITEM 1 -- ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for the holders of the
Class A Stock voting separately and as a class to elect 30% of the Board of
Directors (or the nearest whole number if such percentage is not a whole number)
and for the holders of the Class B Stock to elect the balance. Accordingly, of
the nine directors to be elected, three will be Class A Directors to be elected
by the Class A Stockholders, and six will be Class B Directors to be elected by
the Class B Stockholders. The By-Laws of the Company, consistent with applicable
Virginia law, provide that in the election of each class of Directors, those
receiving the greatest number of votes of each class of Stockholders entitled to
vote for such Directors shall be elected. Abstentions and non-votes by brokers,
banks and other nominee holders of record shall not be counted for or against
any nominee. The Directors elected will serve until the next annual meeting of
Stockholders. All of the nominees listed below presently are members of the
Board. Unless authority is withheld, the proxies will be voted for the election
as Directors of the persons named below, or, if for any reason any of such
persons are unavailable, for such substitutes as management may propose. The
Company has no reason to believe that any of the nominees will be unavailable.
The following material is based on information submitted by the person named.
Unless noted to the contrary, each Director has sole voting power and sole
investment power as to all shares listed as owned beneficially by him.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 24, 1995
DIRECTOR CLASS A
NAME AGE SINCE (1) % CLASS B %
<S> <C> <C> <C> <C> <C> <C>
CLASS A DIRECTORS
Charles A. Davis............................ 46 1989 200 --
Robert V. Hatcher, Jr....................... 64 1991 1,500 --
John G. Medlin, Jr.......................... 61 1994 2,000 --
CLASS B DIRECTORS
Robert P. Black............................. 67 1993 1,244 --
D. Tennant Bryan............................ 88 1930(3) 2,184,567(4) 8.4% 373,000(4) 67.0%
J. Stewart Bryan III........................ 56 1974 1,395,261(2)(4) 5.4% 29,568(4) 5.3%
Alan S. Donnahoe............................ 78 1965 53,756 --
James S. Evans.............................. 73 1982 204,000(2) --
Henry L. Valentine, II...................... 67 1991 116,890(5) 17,432(5) 3.1%
</TABLE>
*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares, if any, held in the Thrift Plan as of January 31, 1995.
(2) Shares listed for J. Stewart Bryan III and James S. Evans include 92,366
shares and 97,500 shares of Class A Stock, respectively, subject to
currently exercisable options. Shares listed for Mr. Evans include 52,500
shares registered in his name under the Restricted Stock Plan.
(3) D. Tennant Bryan was elected as a director of The News Leader Company, a
predecessor to the Company, in 1930 and has served continuously since that
time as a director of the Company and its predecessors except for 12 months
during World War II when he was overseas in the U.S. Naval Reserve.
(4) Shares held by The D.T. Bryan Trust and the Media Trust are listed as owned
by D. Tennant Bryan. For further information as to stock held by D. Tennant
Bryan and J. Stewart Bryan III, see "Voting Securities and Principal Holders
Thereof."
(5) Mr. Valentine shares voting and investment power over the Class B
shares listed in his capacity as co-executor of an estate. Of the
shares of Class A Stock listed, Mr. Valentine shares voting and
investment power as a co-trustee or co-executor as to 91,980 shares,
and he may be deemed to share voting and investment control as to
23,000 shares held by institutions for which Mr. Valentine chairs or
serves on the investment committee. The shares listed do not include
1,000 shares of Class A Stock held by Mr. Valentine's wife, as to
which Mr. Valentine disclaims any voting or investment power.
DIRECTORS
CHARLES A. DAVIS is a limited partner in The Goldman Sachs Group, L.P., and
previously was a partner for more than five years in the investment banking firm
of Goldman, Sachs & Co. Mr. Davis serves as a director of Lechters, Inc.,
Merchants Bancshares, Inc., and USLIFE Corporation.
ROBERT V. HATCHER, JR. is the former Chairman of the Board and Chief
Executive Officer of Johnson & Higgins, an insurance consulting and brokerage
firm, having served in that position for more than five years. Mr. Hatcher
serves as a director of Coastal Healthcare Group, Inc.
JOHN G. MEDLIN, JR. is Chairman of the Board, and until December 31, 1993,
also was Chief Executive Officer of Wachovia Corporation. Both positions have
been held for more than five years. Mr. Medlin serves as a director of BellSouth
Corporation, Burlington Industries, Inc., Nabisco Holdings Corporation, National
Service Industries, Inc., RJR Nabisco, Inc., and USAir Group, Inc.
ROBERT P. BLACK retired as of December 31, 1992, as President of the
Federal Reserve Bank of Richmond, Virginia, having served in that position for
more than five years.
D. TENNANT BRYAN is Chairman of the Executive Committee of the Company's
Board of Directors, having retired in June 1990 as Chairman of the Board of the
Company, a position which he had held for more than five years. Mr. Bryan is a
controlling person of the Company. He is the father of J. Stewart Bryan III, a
director and officer of the Company.
J. STEWART BRYAN III was elected Chairman of the Board, President and Chief
Executive Officer of the Company in July 1990. Prior to that date, he had served
as Vice Chairman of the Board and Executive Vice President of the Company since
1985, and as Chief Operating Officer of the Company since 1989. He is also the
Chairman of Richmond Newspapers, Inc., a wholly-owned subsidiary of the Company,
and has been Publisher of the Richmond Times-Dispatch (as well as The Richmond
News Leader prior to its merger with the Richmond Times-Dispatch on June 1,
1992) for more than five years. He is the son of D. Tennant Bryan, Chairman of
the Executive Committee of the Board of the Company, and is a controlling person
of the Company.
ALAN S. DONNAHOE is retired and serves as a consultant to the Company.
Prior to July 1990, he served as Vice Chairman of the Board of the Company for
more than five years, and he previously served as President and Chief Executive
Officer of the Company.
JAMES S. EVANS is Vice Chairman of the Board of the Company. Prior to July
1990, he served as President and Chief Executive Officer of the Company for more
than five years.
HENRY L. VALENTINE, II is Chairman of Davenport & Co. of Va., Inc., a
Richmond, Virginia, investment banking firm, and has served in that position for
more than five years.
BOARD AND COMMITTEE MEETINGS
The full Board of Directors held regular meetings six times during 1994 on
a bi-monthly basis. The Board additionally held one special meeting for the
purpose of receiving and acting upon the report of the Special Committee with
respect to the Redemption Agreement between D. Tennant Bryan and the Company.
See the discussion below with respect to the Special Committee and "Other
Transactions."
<PAGE>
The principal standing committees of the Board of Directors are the
Executive Committee, the Audit Committee and the Compensation and Stock Option
Committee. The Board has not formed a nominating committee.
The Executive Committee presently consists of Messrs. D. T. Bryan, J. S.
Bryan III, Donnahoe, Evans and Valentine. The Executive Committee is empowered,
with certain limitations, to exercise all of the powers of the Board of
Directors when the full Board is not in session. The Executive Committee met
regularly six times during 1994 on a bi-monthly schedule which alternates with
meetings of the full Board of Directors.
The Audit Committee presently consists of Messrs. Black, Davis and
Valentine. This committee oversees the audit function of the Company, both with
regard to internal auditors and outside auditors, which are recommended to the
Board by this committee. In this capacity, the committee meets with internal and
outside auditors, approves all engagements of auditors and reviews all annual
Securities and Exchange Commission filings made by the Company. The Audit
Committee met twice during 1994.
The Compensation and Stock Option Committee presently consists of Messrs.
Black, Hatcher and Medlin. This committee has general responsibility for
employee compensation, makes recommendations to the Board concerning officer and
director compensation and oversees the operation of the compensation related
benefit plans. The Compensation and Stock Option Committee met three times
during 1994.
A Special Committee of the Board was formed and met twice during 1994 for
the limited purposes of studying the Redemption Agreement between D. Tennant
Bryan and the Company and considering and advising the Board on possible
alternatives thereto. The Special Committee was comprised of Messrs. Black,
Davis and Medlin.
Directors, other than those serving as officers of the Company or one of
its subsidiaries, receive an annual retainer and periodic meeting fees. The
annual retainer is $12,000. In 1994, the meeting fees were $500 for each Board
meeting attended and an additional $500 for the first committee or special
meeting attended on a given day, plus $300 for a second committee or special
meeting attended on the same day. In 1995, the annual retainer will remain
unchanged, and the meeting fee will be $750 for each meeting attended. See also
"Approval of Restricted Stock Plan for Non-Employee Directors."
STOCK OWNERSHIP OF EXECUTIVE OFFICERS
The following table lists the beneficial ownership of the Company's Class A
and Class B Stock by the executive officers named in the "Summary Compensation
Table" as of March 24, 1995.
NUMBER AND PERCENTAGE*
OF SHARES BENEFICIALLY
OWNED MARCH 24, 1995
CLASS CLASS
NAME A(1) % B %
[S] [C] [C] [C] [C]
J. Stewart Bryan III 1,395,261(2) 5.4% 29,568(2) 5.3%
Marshall N. Morton 67,192(3) --
H. Graham Woodlief, Jr. 44,983(4) --
James L. Dillon 30,297(5) --
George L. Mahoney 4,900(6) --
Stephen R. Zacharias 19,629(7) --
*Percentages of stock ownership less than one percent are not shown.
(1) Includes shares held in the Thrift Plan as of January 31, 1995.
(2) For information concerning Mr. Bryan's stock ownership, see
footnotes (1) and (2) to the table under "Voting Securities and
Principal Holders Thereof " and footnotes (2) and (4) to the table
under "Election of Directors." The shares listed for Mr. Bryan in
each table of this Proxy Statement are identical.
(3) Shares listed for Mr. Morton include 29,799 shares subject to currently
exercisable options and 36,400 shares registered in his name under the
Restricted Stock Plan.
(4) Shares listed for Mr. Woodlief include 20,199 shares subject to currently
exercisable options and 21,800 shares registered in his name under the
Restricted Stock Plan.
(5) Shares listed for Mr. Dillon include 14,099 shares subject to currently
exercisable options and 13,000 shares registered in his name under the
Restricted Stock Plan.
(6) Shares listed for Mr. Mahoney include 1,700 shares subject to currently
exercisable options and 3,200 shares registered in his name under the
Restricted Stock Plan.
(7) Shares listed for Mr. Zacharias include 13,932 shares subject to currently
exercisable options and 2,400 shares registered in his name under the
Restricted Stock Plan.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation awarded to, earned by, or paid
to the Company's Chief Executive Officer and each of the other five most highly
compensated executive officers for the three fiscal years ended December 25,
1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
RESTRICTED PAYOUTS
ANNUAL COMPENSATION STOCK LTIP ALL OTHER
NAME AND SALARY BONUS AWARDS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) OPTIONS(#) ($)(2) ($)(3)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Stewart Bryan III, 1994 $550,000 $266,290 $ -- 20,200 $ -- $ 28,961
Chairman, President and 1993 500,000 206,262 732,488 26,000 -- 26,761
Chief Executive Officer 1992 480,000 147,398 -- 21,500 372,554 25,701
Marshall N. Morton, 1994 302,500 146,460 -- 7,200 -- 14,470
Senior Vice President and 1993 275,000 113,444 262,013 9,300 -- 12,478
Chief Financial Officer 1992 250,000 76,770 -- 7,300 64,032 11,003
H. Graham Woodlief, Jr., 1994 202,500 104,721 -- 4,100 -- 11,988
Vice President 1993 190,000 91,762 166,388 5,900 -- 10,060
1992 175,000 56,350 -- 4,700 -- 8,949
James L. Dillon, 1994 168,500 83,477 -- 2,500 -- 13,015
Vice President 1993 162,000 86,572 95,625 3,400 -- 13,934
1992 155,000 43,943 -- 2,800 186,277 14,152
George L. Mahoney, (4) 1994 185,000 69,666 -- 5,100 -- 1,384
General Counsel 1993 80,208 18,382 -- -- -- 211
1992 -- -- -- -- -- --
Stephen R. Zacharias, (5) 1994 140,000 37,657 -- 3,800 -- 7,025
Treasurer 1993 133,500 34,094 -- 5,200 -- 7,360
1992 121,000 25,880 -- 3,400 -- 7,346
</TABLE>
(1) At December 25, 1994, the number and value of the aggregate restricted stock
awards held by named executive officers were: Mr. Bryan -- 73,300 and
$2,116,538; Mr. Morton -- 24,100 and $695,888; Mr. Woodlief -- 15,300 and
$441,788; Mr. Dillon -- 9,300 and $268,538. Shares were awarded in the name
of each executive, and each has all rights of other Class A Stockholders,
including dividends, subject to certain restrictions and forfeiture
provisions.
(2) The amounts disclosed under this column represent the February 1, 1992,
payout of benefits to the named executive under the Deferred Compensation
Performance Units Plan, which Plan was terminated following the payout. The
amount of the benefit payout was equivalent to the gross value
of the number of units awarded to the executive, less the amount of income
taxes which had previously been deposited by the Company on behalf of the
executive.
(3) The amounts disclosed under this column for the most recent fiscal year
consist of the following:
<TABLE>
<CAPTION>
DOLLAR VALUE OF
INSURANCE PREMIUMS
ANNUAL PAID BY THE
ABOVE-MARKET COMPANY COMPANY WITH
AMOUNTS EARNED CONTRIBUTIONS RESPECT TO TERM
ON DEFERRED TO VESTED LIFE INSURANCE
COMPENSATION AND UNVESTED FOR THE BENEFIT
DURING THE DEFINED CONTRI- OF THE NAMED
NAME FISCAL YEAR BUTION PLANS EXECUTIVE OFFICER TOTAL
<S> <C> <C> <C> <C>
J. Stewart Bryan III $4,281 $22,688 $1,992 $28,961
Marshall N. Morton -- 12,478 1,992 14,470
H. Graham Woodlief, Jr. 1,228 8,828 1,932 11,988
James L. Dillon 6,596 4,950 1,469 13,015
George L. Mahoney -- -- 1,384 1,384
Stephen R. Zacharias 835 4,950 1,240 7,025
</TABLE>
(4) Mr. Mahoney joined the Company on July 15, 1993.
(5) Mr. Zacharias became an executive officer in 1993.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on stock options granted in fiscal
1994 to the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE VALUE $ (2)
<S> <C> <C> <C> <C> <C>
J. Stewart Bryan III 20,200 13.5% $27.625 Jan. 25, 2004 $ 223,452
Marshall N. Morton 7,200 4.8% 27.625 Jan. 25, 2004 79,646
H. Graham Woodlief, Jr. 4,100 2.7% 27.625 Jan. 25, 2004 45,354
James L. Dillon 2,500 1.7% 27.625 Jan. 25, 2004 27,655
George L. Mahoney 5,100 3.4% 27.625 Jan. 25, 2004 56,416
Stephen R. Zacharias 3,800 2.5% 27.625 Jan. 25, 2004 42,036
</TABLE>
(1) The amounts listed under this column represent the number of shares of the
Company's Class A Stock covered by options granted to the named executive
during fiscal 1994 under the provisions of the 1987 Stock Option Plan, as
amended (1987 Plan). Options granted under the 1987 Plan become exercisable
on a graduated scale over a three-year period and expire 10 years after the
date of grant. The options also become fully exercisable upon, and must be
exercised within 12 months of, the optionee's death during employment or
retirement after age 55.
(2) Option values reflect Black-Scholes model output for options. The
assumptions used in the model were: expected volatility of .283; zero-coupon
government bond yield available on the grant date and maturing at the end of
the option term; dividend yield of 1.9%; and time to exercise of 10 years.
Additionally, a 5.7% discount was applied to reflect three-year pro rata
vesting (3% per year probability of forfeiture). The actual value, if any,
an executive may realize will depend on the amount by which the stock price
on the date of exercise exceeds the exercise price. There is no assurance
that the value actually realized by an executive will be at or near the
value estimated by use of the Black-Scholes model.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the number and
value of stock options outstanding at the end of fiscal 1994. None of the named
executive officers exercised options during 1994.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
J. Stewart Bryan III 93,799 44,701 $ 1,033,732 $ 266,374
Marshall N. Morton 21,866 15,834 130,445 93,942
H. Graham Woodlief, Jr. 15,299 9,601 82,838 59,249
James L. Dillon 11,199 5,701 51,542 34,627
George L. Mahoney -- 5,100 -- 6,375
Stephen R. Zacharias 9,799 8,401 54,467 49,964
</TABLE>
(1) The amount listed represents the difference between the closing price of the
Company's Class A Stock at the end of fiscal 1994 ($28.875) and the exercise
price per share, multiplied by the number of shares covered by the options.
PENSION PLAN TABLE
The following table reflects the estimated aggregate retirement benefits to
which certain executive officers of the Company, including each of the named
executive officers in the Summary Compensation Table, are expected to be
entitled under the combined provisions of the Company's non-contributory, funded
Employees Retirement Plan and the Executive Supplemental Retirement Plan (the
Plans). The amount of benefit assumes that the executive has completed a minimum
of 15 years of service. The benefit amount will be reduced for service of less
than 15 years or if the executive retires prior to attaining age 63. Additional
benefits are not earned for service in addition to 15 years.
LIFETIME ANNUAL
BENEFIT
HIGHEST FIVE-YEAR AT OR AFTER
AVERAGE COMPENSATION NORMAL RETIREMENT DATE
$ 150,000 $ 82,500
250,000 137,500
350,000 192,500
450,000 247,500
550,000 302,500
650,000 357,500
750,000 412,500
850,000 467,500
950,000 522,500
1,050,000 577,500
The amount of benefit for the executive officers named in the Summary
Compensation Table is derived by averaging each officer's five highest years of
"Annual Compensation," as reflected in such tables.
Retirement benefits shown are payable without offset for Social Security in
monthly installments as life annuities, or in other optional forms, upon
retirement after attaining age 63. Benefits for executives who participated in
both plans prior to January 1, 1991, are reduced by the amount of benefits
payable to them under pension plans of former employers.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Media General's compensation system is a management tool that is used to
support and reinforce key operating and strategic goals. It is applied
consistently to all salaried employees.
The Company's compensation programs for management employees are designed
to build a strong link between an individual's performance and his related
compensation opportunities as well as to align the interests of key Media
General employees with those of the Stockholders. These two elements induce
eligible employees to be more responsive to the needs of the Company.
Periodically, the Company reviews its compensation programs with independent
consultants to ensure that, corporately, it is taking advantage of current
thinking in the field of compensation management.
The Compensation and Stock Option Committee (the Committee) feels that a
tightly administered program that rewards eligible managers for appropriate
behavior is a constructive way to attract talented personnel. Eligibility to
participate in annual and long-term incentive programs is determined by the
Committee assisted by recommendations from the Chief Executive Officer.
There are three components to total executive compensation at Media
General: base salary and short- and long-term incentives. Using published
general industry surveys targeted to the Company's size, media industry surveys
targeted to size and diversification levels comparable to the Company (including
but not limited to those companies found within the S&P Publishing (Newspapers)
Index) and published proxy statement executive compensation levels, the
Committee has established second quartile (51st-75th percentile) targets for
each component. The number of companies participating in such surveys varies
from year to year but averages about 75 in any given year.
Base salary levels are determined with reference to competitive targets (as
described previously) and internal equity. Pay and performance then are linked
through the use of the two incentive programs.
The short-term incentive program combines specific threshold, target and
maximum goals established at the beginning of the measurement year with award
targets, as described previously. All goals are growth-related, are based on
profit and asset utilization levels and are established individually for each
business unit and for the Company. Cash awards are paid based on the
accomplishment of these goals. Maximum awards are attained at 150% of goal.
Except under exceptional circumstances, which, in the Committee's opinion, were
not under operating unit control, no bonuses are paid to units earning less than
80% of their goal.
A long-term incentive program is used to reward sustained stock price
growth and/or achievement of long-term, pre-established earnings per share
growth targets. Awards in this program are made in the form of stock options
(typically awarded to eligible participants annually at fair market value on the
grant date, vesting over a three-year period) and restricted stock (typically
granted to selected executive officers every other year with restrictions
(currently ten years) on sale that may be accelerated if pre-established
earnings per share growth targets are met). The combined expected value of
stock-based awards is targeted to achieve competitive levels of total
compensation as described earlier; for those selected executive officers who are
eligible to receive both restricted stock and stock options, annual grants are
awarded on the basis that 60% of the competitive long-term incentive target
would be delivered through restricted stock. The Committee notes that the
relative value of a given award at the end of the measurement period will depend
on the growth in value of the common stock of the Company over the time period.
The vesting and ten-year trading restrictions emphasize the long-term nature of
these awards and encourage eligible employees to remain in the employ of the
Company. No vesting acceleration was triggered in 1994.
<PAGE>
With respect to the $1 million deductibility threshold of Section 162(m) of
the Internal Revenue Code, the Committee does not intend to allow affected
compensation, paid in any one year, to exceed $1 million, except when the
Committee deems such action to be in the best interests of the Company.
CEO COMPENSATION DURING 1994
Mr. Bryan's base salary in 1994 was $550,000, 10% above the preceding year,
an increase the Committee believes to be competitive within the second quartile
referenced above. Media General's 1994 financial performance was 11.5% above its
aggregate incentive plan target for the year. Therefore, strict application of
the Company's annual incentive plan formula produced a bonus for 1994 of
$266,290, equal to 48.4% of Mr. Bryan's base compensation, a level below the
plan maximum but slightly higher than targeted. At the beginning of 1994 a stock
option award of 20,200 shares of Media General Class A Common Stock was awarded
to Mr. Bryan. This award was developed in accordance with competitive practice,
as outlined previously, and was based on the standard provisions of Media
General's annual and long-term incentive plans.
THE COMPENSATION AND STOCK OPTION COMMITTEE
Robert V. Hatcher, Jr., CHAIRMAN
Robert P. Black
John G. Medlin, Jr.
<PAGE>
PERFORMANCE GRAPH
The following graph shows the cumulative total Stockholder return on the
Company's Class A Stock over the last five fiscal years as compared to the
returns of the Standard & Poor's (S&P) Publishing (Newspapers) Index and the
American Stock Exchange (AMEX) Composite Index. The graph assumes $100 was
invested on December 31, 1989, in the Company's Class A Stock, the S&P
Publishing (Newspapers) Index and the AMEX Composite Index and also assumes
reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
MEDIA GENERAL, S&P PUBLISHING (NEWSPAPERS) AND AMEX
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Media General, Inc. $100 $ 61 $ 56 $ 59 $ 99 $102
S&P Publishing (Newspapers) Index 100 80 97 109 126 116
AMEX Composite Index 100 85 104 106 126 111
</TABLE>
APPOINTMENT OF INDEPENDENT AUDITORS
At its January 1995 meeting, the Board of Directors appointed the firm of
Ernst & Young LLP as the independent auditors of the Company for the 1995 fiscal
year. Ernst & Young LLP has examined the accounts of the Company for many years,
including 1994. The Company has been advised by Ernst & Young LLP that it is an
independent public accounting firm within the meaning of the applicable rules
and regulations of the Securities and Exchange Commission. A representative of
Ernst & Young LLP will be present at the Annual Meeting to make a statement, if
he desires to do so, and to respond to appropriate questions from Stockholders.
<PAGE>
ITEM 2 -- APPROVAL OF RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
BACKGROUND
The Board of Directors has adopted, subject to Stockholder approval, the
Media General, Inc., Restricted Stock Plan for Non-Employee Directors (Director
Plan). The Director Plan, which was developed with the assistance of a national
consulting firm with broadly recognized abilities in compensation matters, is
designed to attract and retain qualified persons for service as members of the
Board of Directors, to encourage ownership in the Company by such directors, and
to align the interests of such directors more directly with the long-term growth
and profitability of the Company. Under the Director Plan, the Company will be
authorized to issue over a period of years a total of up to 20,000 shares of its
Class A Common Stock, subject to certain restrictions on ownership and transfer,
to directors who are neither current nor former employees of the Company, in
addition to their annual retainer and periodic meeting fees. The following
paragraphs summarize the principal features of the Director Plan, the full text
of which will be provided to Stockholders without charge upon written request
directed to: Secretary, Media General, Inc., 333 East Grace Street, Richmond,
Virginia 23219.
PRINCIPAL FEATURES OF THE PLAN
Each non-employee director shall receive automatically every other year
that number of shares of the Class A Common Stock of the Company that can be
purchased for $10,000, based upon the closing price on the principal exchange
upon which the Company's Class A Common Stock is listed on the trading day
immediately preceding the date of grant.
Under the terms of the Director Plan, ownership and trading restrictions
will prohibit a recipient of restricted shares from selling or otherwise
transferring the shares for a period of up to 10 years; provided, however, that
the Compensation and Stock Option Committee of the Board (Committee) may fix
performance targets at the time of each grant, which, if met, would shorten the
period during which such ownership and transfer restrictions will apply. (By way
of example, performance targets for the 1995 awards will specify that, from a
$1.50/share base, if average earnings per share growth is at least 15% per year,
the restrictions will lapse after 3 years from the date of grant; if average
earnings per share growth is at least 10% per year, the restrictions will lapse
after 5 years; and, if average earnings per share growth is at least 7% per
year, the restrictions will lapse after 7 years. "Earnings" for these purposes
shall be reported earnings per share, excluding gains and losses on sales of
assets and impacts from accounting changes mandated by outside parties such as
FASB, AICPA and the SEC; earnings per share growth calculations shall be made in
accordance with an established methodology. Performance targets for future
awards may vary.)
If a non-employee director's service on the Board of Directors terminates
while the restrictions are applicable, the unvested portion of his restricted
shares will be forfeited, unless that director has served on the Board for at
least 5 years from a date of grant prior to his death, disability or retirement,
which event then shall cause such shares to vest. For purposes of the previously
described forfeiture determination, shares as to which the restrictions remain
applicable will vest evenly over a 120 month period following the date of grant.
The date of grant for purposes of the initial award made pursuant to the
Director Plan shall be the date of the Board of Directors' meeting immediately
following the 1995 Annual Meeting of Stockholders; all subsequent dates of
grants shall be the date of the Committee's regular January meeting in a year in
which an award is to be made.
<PAGE>
Subject to any limitations hereafter imposed by Rule 16b-3 of the
Securities Exchange Act, forfeited shares shall be subject to reissuance, but in
no event shall the number of outstanding restricted shares exceed the authorized
reserve.
Certificates representing the restricted shares will be issued in the name
of each non-employee director but will be retained by the Company, marked with
appropriate restrictive legends. Plan participants otherwise will be entitled to
all rights of Stockholders with respect to their restricted shares, including
the right to vote and to receive dividends. The number of shares subject to
issuance under the Plan will be adjusted in the event of stock splits or similar
transactions.
With respect to the application of federal income tax laws, the Company
will be entitled to a deduction for the same amount at the same time the
participant recognizes ordinary income. A participant may elect to be taxed at
the time of receipt of shares rather than upon the lapse of restrictions on
transferability or the substantial risk of forfeiture, in which case the Company
will be entitled to a deduction at the same time. Dividends paid to the
non-employee director during a restricted period will be taxable as compensation
income (with the Company being entitled to a deduction in an equal amount),
unless the election referred to in the immediately preceding sentence has been
made.
The Director Plan may be amended or terminated by the Board of Directors;
however, no amendment can be made without the approval of the Stockholders if
such amendment would either (1) increase the aggregate number of shares of the
Class A Common Stock of the Company that may be issued under the Director Plan
or (2) change the classification of directors eligible to receive shares under
the Director Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MEDIA GENERAL,
INC., RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS. APPROVAL REQUIRES A
MAJORITY OF VOTES CAST BY THE HOLDERS OF CLASS A AND CLASS B COMMON STOCK VOTING
TOGETHER AND NOT AS SEPARATE CLASSES.
ITEM 3 -- APPROVAL OF LONG-TERM INCENTIVE PLAN
BACKGROUND
The Board of Directors has adopted, subject to Stockholder approval, the
Media General, Inc., 1995 Long-Term Incentive Plan (Long-Term Plan). The
purposes of the Long-Term Plan are (a) to promote the identity of interests
between Stockholders and employees by encouraging and creating significant
ownership of the Class A Common Stock of the Company by officers and other
salaried employees of the Company and its subsidiaries and (b) to attract and
retain the services of qualified and capable employees. To further the objective
of linking compensation to corporate performance, the Long-Term Plan, which was
developed with the assistance of a national consulting firm with broadly
recognized abilities in compensation matters, is designed to provide meaningful
long-term incentive opportunities for employees who are responsible for the
success of the Company and who are in a position to make significant
contributions toward its objectives.
The following paragraphs summarize the principal features of the Long-Term
Plan, the full text of which will be provided to Stockholders without charge
upon written request directed to: Secretary, Media General, Inc., 333 East Grace
Street, Richmond, Virginia 23219.
PRINCIPAL FEATURES OF THE PLAN
The Long-Term Plan will be administered by the Compensation and
Stock Option Committee of the Board (Committee), consisting of two or
more directors, each of whom must be a "disinterested person" as defined
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(Exchange Act), which means primarily that members of the Committee are
not employees and are not eligible to receive awards under the Long-Term
Plan. The Committee is authorized to designate participants from among
the eligible officers and other employees, determine the type and number
of awards to be granted, set terms and conditions of awards and make all
determinations which may be necessary or advisable for the
administration of the Long-Term Plan.
The Long-Term Plan provides for the discretionary grant by the Committee of
deferred stock, dividend equivalents, performance accelerated restricted stock,
performance awards, performance-based restricted stock, restricted stock, stock
appreciation rights, stock options and other stock-based awards, or combinations
of these awards. The individuals eligible to participate in the Long-Term Plan
are the chief executive officer and the Company's other most highly compensated
officers (Covered Officers), who in 1994 were the individuals named in the
Summary Compensation Table in this Proxy Statement, and other salaried employees
of the Company and its subsidiaries whose performance significantly contributes
to the success of the Company (approximately 65 people). Awards may be granted
alone, in addition to, in tandem with or in substitution for any other award
under the Long-Term Plan, other awards under other plans of the Company or other
rights to payment from the Company. Awards granted in addition to or in tandem
with other awards may be granted either at the same time or at different times.
A total of 1,300,000 shares of Class A Common Stock will be reserved and
available for awards under the Long-Term Plan, although the Long-Term Plan
provides that no more than 400,000 shares shall be available for stock-based
awards subject to performance criteria. Moreover, only a maximum of 50,000
shares may be the subject of any annual grant of options or stock appreciation
option rights to any participant, the maximum annual payment under
performance-based awards to any participant is $300,000, and only a maximum of
50,000 shares may be earned by any participant during any two-year period under
restricted stock and other stock-based awards subject to performance criteria.
To the extent permitted by Rule 16b-3 under the Exchange Act, shares
forfeited or related to an award which terminates without issuance of shares
will be available again for issuance under the Long-Term Plan, but in no event
shall the number of shares subject to outstanding awards exceed the total shares
reserved. The closing price of a share of Class A Common Stock on the American
Stock Exchange on March 24, 1995, was $31.25.
The Stockholders of the Company previously have approved certain stock
option plans and other performance-based employee benefit plans, most recently
in 1991 when the Media General, Inc., 1987 Non-Qualified Stock Option Plan was
amended and when the Media General, Inc., Restricted Stock Plan for employees
was adopted. As of March 24, 1995, options to purchase 1,339,130 shares under
the 1987 Option Plan have been awarded, leaving a current balance of 279,905
unallocated shares, and 352,400 shares have been awarded under the Restricted
Stock Plan, leaving a current balance of 84,603 unallocated shares available for
future issuance. The Long-Term Plan, if approved by the Stockholders, requires
that the Committee terminate the 1987 Stock Option Plan and the Restricted Stock
Plan; thereupon, the shares presently unallocated under the 1987 Stock Option
Plan will be deleted from registration, and the unallocated shares under the
Restricted Stock Plan will be de-listed, meaning that no further awards will be
made to officers and other employees of the Company under those plans. Shares
previously allocated pursuant to existing option or restricted stock awards
under such plans will not be affected. The Long-Term Plan will continue until
such time as it is terminated by the Board.
DESCRIPTION OF POSSIBLE AWARDS
DIVIDEND EQUIVALENTS. Dividend equivalents confer on participants
the right to receive, currently or on a deferred basis, cash, stock,
other awards or other property equal in value to dividends that would be
paid if the participant held a specific number of shares. Dividend
equivalents may be paid directly to participants or may be deemed to be
reinvested in additional stock awards at the market price at the date of
reinvestment or otherwise.
PERFORMANCE AWARDS. Performance awards confer upon a participant rights
payable or exercisable based upon the attainment of certain performance
objectives during specified award periods. Performance awards are denominated in
shares of Class A Common Stock, may be payable in cash, stock, other awards or
other property and may be subject to such forfeiture conditions, restrictions
and other terms as the Committee may specify.
RESTRICTED AND DEFERRED STOCK. Restricted stock generally consists of
shares which may not be disposed of by participants until the lapse of
restrictions established by the Committee. Restrictions may be based solely upon
a certain period of continuous employment, or shares may be subject to
restrictions and to a risk of forfeiture if specified performance criteria are
not met during the restriction period. In addition, the Committee may provide
that the vesting of restricted shares will be accelerated if specified
performance criteria are met during the restriction period. A participant
receiving restricted stock will have all of the rights of a Stockholder,
including the right to vote the shares and receive dividends, except to the
extent limited by the Committee. Deferred stock generally consists of a right to
receive shares at the end of specified deferral periods. Deferred stock is
subject to such restrictions or limitations as the Committee may specify.
Deferred stock carries no voting or dividend rights or other rights associated
with stock ownership (although rights to receive dividend equivalents may be
awarded). Upon termination of employment during the restriction or deferral
period, unvested restricted or deferred stock will be forfeited, subject to such
exceptions (if any) as the Committee may specify.
STOCK OPTIONS AND SARS. Stock options, including tax qualified incentive
stock options (ISOs) and non-qualified stock options, entitle the participant to
purchase shares of Class A Common Stock at prescribed prices pursuant to a
vesting schedule established by the Committee. Stock appreciation rights (SARs)
entitle the participant to receive the excess of the fair market value of a
share of Class A Common Stock on the date of exercise over the grant price of
the SAR. SARs may be granted alone or in tandem with options. Upon the exercise
of a SAR issued in tandem with an option, the related option will be deemed to
have been exercised. The exercise price of an option and the grant price of a
SAR generally may not be less than the fair market value per share of the Common
Stock on the date of grant. Stock options and SARs may be exercisable at such
times (including certain periods following the termination of employment) and
may be subject to such terms and conditions as the Committee may specify, except
that no option or SAR may have a term exceeding 10 years. Options may be
exercised by payment of the exercise price in cash, Common Stock, outstanding
awards or other property as the Committee may determine from time to time.
OTHER STOCK-BASED AWARDS. The Committee also may grant awards that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based upon or related to Class A Common Stock. The Committee
determines the terms and conditions of such awards, including any consideration
to be paid to exercise awards, any performance objectives to be attained, the
period during which awards will be outstanding, whether dividend or dividend
equivalents, on a current or deferred basis, will be paid, and forfeiture
conditions and restrictions.
OTHER TERMS OF AWARDS
Awards may be settled in cash, Class A Common Stock, other awards
or other property. The Committee may require or permit participants to
defer the distribution of all or part of an award in accordance with
such terms and conditions as the Committee may specify, including
payment of interest or dividend equivalents on any deferred amounts or
stock, respectively. The Committee may place shares or other property in
trusts or make other arrangements to provide for the payment of the
Company's obligations under the Long-Term Plan.
Awards may not be pledged or otherwise encumbered and are not transferable
except by will or by the laws of descent and distribution, except, with respect
to awards other than ISOs, to the extent permitted under Rule 16b-3 under the
Exchange Act. A participant may designate a beneficiary to exercise such
person's rights and receive distributions under the Long-Term Plan upon such
person's death.
AMENDMENT, TERMINATION AND ADJUSTMENTS
The Board may amend, suspend or terminate the Long-Term Plan without the
consent of Stockholders or participants, except that Stockholder approval will
be sought within one year after such Board action if any such amendment would
have the effect of increasing the total number of shares that may be awarded
under the Long-Term Plan, or materially increasing the benefits accruing to
Covered Officers, or if Stockholder approval otherwise is required by any
applicable law or regulation or rule of a stock exchange, or if the Board in its
discretion determines that obtaining such approval is advisable. The Committee
also may amend, accelerate, suspend or terminate any outstanding award and any
related agreement. No such amendment or termination may impair the rights of a
participant under any outstanding award without his or her consent.
In the event of certain changes affecting the shares of Class A Common
Stock (such as a stock dividend or distribution, recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, spin-off,
combination, repurchase or share exchange, or other similar corporate
transaction or event), the Committee may adjust the aggregate number or kind of
shares which may be issued under the Long-Term Plan and the terms of outstanding
awards as it deems to be appropriate in order to prevent dilution or enlargement
of participants' rights under the Long-Term Plan. The Committee also may make
adjustments to the terms and conditions of awards in recognition of unusual or
nonrecurring events affecting the Company or any subsidiary or their financial
statements or changes in applicable laws, regulations or accounting principles.
FEDERAL INCOME TAX IMPLICATIONS
The Company believes that, under present law, the following federal income
tax consequences generally arise with respect to awards granted under the
Long-Term Plan. The grant of an option or SAR (including a stock-based award in
the nature of a purchase right) will create no tax consequences for the
participant or the Company. A participant will not have taxable income upon
exercising an ISO (except that the alternative minimum tax may apply), and the
Company will receive no deduction at that time. Upon exercising an option other
than an ISO (including a stock-based award in the nature of a purchase right),
the participant generally must recognize ordinary income equal to the difference
between the exercise price and the fair market value of the freely transferable
and nonforfeitable stock acquired on the date of exercise. Upon exercising a
SAR, the participant generally must recognize ordinary income equal to the cash
or the fair market value of the freely transferable and nonforfeitable stock
received. In each case, the Company will be entitled to a deduction equal to the
amount recognized as ordinary income by the participant.
A participant's disposition of shares acquired upon the exercise of
an option, SAR or other stock-based award in the nature of a purchase
right generally will result in a short-term or long-term capital gain or
loss (except in the event that shares issued pursuant to the exercise of
an ISO are disposed of within two years after the date of grant of the
ISO or within one year after the transfer of the shares to the
participant) measured by the difference between the sale price and the
participant's tax basis in such shares (or the exercise price of the
option in the case of shares acquired by the exercise of an ISO and held
for the applicable ISO holding period). Generally, there will be no tax
consequences to the Company in connection with a disposition of shares
acquired under an option or other award, except that the Company will be
entitled to a deduction (and the participant will recognize ordinary
taxable income) if shares acquired upon the exercise of an ISO are
disposed of before the applicable ISO holding period has been satisfied.
With respect to awards granted under the Long-Term Plan that may be settled
either in cash, Class A Common Stock or other property that is either not
restricted as to transferability or not subject to a substantial risk of
forfeiture, the participant generally must recognize compensation income equal
to the cash or the fair market value of stock or other property received. The
Company will be entitled to a deduction for the same amount. With respect to
awards involving Common Stock or other property that is restricted as to
transferability and subject to a substantial risk of forfeiture, whichever
occurs earlier, the Company will be entitled to a deduction for the same amount
at the same time the participant recognizes ordinary income. A participant may
elect to be taxed at the time of receipt of shares or other property rather than
upon the lapse of restrictions on transferability or the substantial risk of
forfeiture, in which case the Company will be entitled to a deduction at the
same time. Dividends paid to the employee during a restricted period will be
taxable as compensation income (with the Company being entitled to a deduction
in an equal amount), unless the election referred to in the immediately
preceding sentence has been made.
In each instance described above, the deduction available to the Company
may be limited, as to Covered Officers, by the 1993 Omnibus Budget
Reconciliation Act, which places a $1 million limit on the deduction that may be
taken for compensation paid to any Covered Officer unless such compensation is
based upon the attainment of performance goals established in advance by a
committee of two or more outside directors and paid pursuant to a plan approved
by Stockholders. The Long-Term Plan is designed to enable the Company to meet
the requirements for deductibility as to performance accelerated restricted
stock, performance awards, performance-based restricted stock, stock
appreciation rights, stock options and other performance-based awards (subject
to the attainment of applicable performance criteria).
The foregoing provides only a general description of the application of
federal income tax laws to certain types of awards under the Long-Term Plan. The
summary does not address the effects of other federal taxes or taxes imposed
under state, local or foreign tax laws.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE MEDIA GENERAL,
INC., LONG-TERM PLAN. APPROVAL REQUIRES A MAJORITY OF VOTES CAST BY THE HOLDERS
OF CLASS A AND CLASS B COMMON STOCK VOTING TOGETHER AND NOT AS SEPARATE CLASSES.
OTHER TRANSACTIONS
The Company entered into an agreement with D. Tennant Bryan in 1985 which
most recently was amended on April 7, 1994, regarding the redemption of stock
from Mr. Bryan's estate. The amended agreement provides that upon Mr. Bryan's
death, his estate has a right to sell and the Company has a separate right to
buy the lesser of (a) 15% of the Class A Stock owned by Mr. Bryan at his death
and (b) a sufficient number of shares of Class A Stock to fund estate taxes and
certain funeral and administrative expenses. The purchase price for each share
redeemed under the amended agreement will equal 90% of the average daily closing
price for a share of Class A Stock during the 91 days preceding the date that is
30 days after the date of death. The agreement also provides that, if the estate
pays taxes in installments over a period of time, and if a redemption right has
been exercised, the Company in certain circumstances also may elect to pay the
redemption price in installments, plus interest at the rate paid by the estate.
<PAGE>
The investment banking firm of Goldman, Sachs & Co., an affiliate of The
Goldman Sachs Group, L.P., of which Mr. Davis is a limited partner, renders
various investment banking services to the Company.
1996 STOCKHOLDER PROPOSALS
Stockholders may present proposals for inclusion in the 1996 Proxy
Statement, provided the proposals comply with applicable Securities and Exchange
Commission regulations and are received by the Company no later than December 9,
1995.
SOLICITATION OF PROXIES
The Company may solicit proxies in person or by telephone or mail. The cost
of solicitation of proxies, including the reimbursement to banks and brokers for
reasonable expenses in sending proxy material to their principals, will be borne
by the Company. Officers and other employees of the Company may participate in
such solicitation, for which they will receive no special or additional
compensation. In addition, the Company has retained D. F. King & Co. to assist
in the solicitation of proxies for a basic fee of $10,000, plus reimbursement of
out-of-pocket expenses.
OTHER MATTERS
Management does not intend to present, nor does it know of any person who
intends to present, any matter for action by Stockholders at the Annual Meeting,
other than as stated in the accompanying Notice. However, the enclosed proxy
confers discretionary authority with respect to the transaction of any other
business which properly may come before the meeting, and it is the intention of
the persons named in the enclosed proxy to vote the same in accordance with
their best judgment.
By Order of the Board of Directors
GEORGE L. MAHONEY, SECRETARY
Richmond, Virginia
April 10, 1995
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING
PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT THEY EXPECT TO
ATTEND THE MEETING IN PERSON. STOCKHOLDERS WHO EXPECT TO ATTEND IN PERSON ARE
REQUESTED TO PLEASE SO INDICATE ON THE BACK OF THE ACCOMPANYING PROXY CARD. A
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
MEDIA GENERAL, INC.
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
Effective May 19, 1995
1. PURPOSE. The purpose of this Plan is to attract and retain
qualified persons of experience and ability, who are not employees or
former employees of the Company, for service as members of the Board of
Directors by granting them shares of the Company's Class A Common Stock,
subject to certain restrictions set forth below, to compensate them for
their contributions to the growth and profits of the Company and thereby to
align their compensation with the long-term growth and profitability of the
Company.
2. DEFINITIONS.
(a) "Act" shall mean The Securities Exchange Act of 1934, as
amended.
(b) "Annual Director's Fee" shall mean the annual fee paid by
the Company to each Eligible Director of the Company, which fee may be
modified from year to year.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Committee" shall mean the Compensation and Stock Option
Committee, as appointed from time to time by the Board.
(e) "Common Stock" shall mean Class A Common Stock of Media
General, Inc.
(f) "Company" shall mean Media General, Inc.
(g) "Director" shall mean any member of the Board.
(h) "Disability" shall mean the Recipient's inability to perform
the services required by his position on the Board by reason of any
medically determinable physical or mental impairment which can be expected
to result in death or to be of long-continued and indefinite duration.
(i) "Effective Date" shall mean the date specified in Section 14
hereof.
(j) "Eligible Director" or "Non-Employee Director" shall mean
any Director who is not an employee or former employee of the Company or
any of its subsidiaries or affiliates.
(k) "Plan" shall mean this Media General, Inc., Restricted Stock
Plan for Non-Employee Directors.
(l) "Recipient" shall mean an Eligible Director of the Company
to whom Restricted Shares are allocated pursuant to this Plan, or his
designated beneficiary, surviving spouse, estate or legal representative;
but for the purposes hereof, any beneficiary, spouse, estate or legal
representative shall be considered as one person with the Eligible
Director.
(m) "Restricted Period" shall mean the period of time from the
date of grant of the Restricted Stock until the earliest to occur of the
events described in Section 6(c) hereof.
(n) "Restricted Shares" shall mean the shares of Class A Common
Stock of the Company reserved pursuant to Section 3 hereof and any such
shares allocated or issued to a Recipient pursuant to this Plan.
(o) "Subsidiary" or "Subsidiaries" shall mean a corporation or
corporations of which the Company owns, directly or indirectly, shares
having a majority of the voting power for the election of directors.
(p) "Year of Board Membership" shall mean 365 consecutive days
of Board Membership.
3. RESTRICTED SHARE RESERVE. There shall be established a
Restricted Share Reserve to which shall be credited 20,000 Restricted
Shares. In the event that the shares of Class A Common Stock of the
Company should, as a result of a stock split or stock dividend or
combination of shares or any other change, or exchange for other
securities, by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, the number of shares
then remaining in the Restricted Share Reserve shall be appropriately
adjusted to reflect such action. If any such adjustment shall result in a
fractional share, such fraction shall be disregarded. Upon the allocation
of shares hereunder, the Restricted Share Reserve shall be reduced by the
number of Restricted Shares so allocated, and upon the forfeiture of
Restricted Shares pursuant to Section 7 hereof, the Restricted Share
Reserve shall be increased by such number of Restricted Shares, and such
Restricted Shares again may be the subject of allocations hereunder. All
authorized and unissued shares issued as Restricted Shares in accordance
with the Plan shall be fully paid and non-assessable shares and free from
preemptive rights.
4. ELIGIBILITY AND MAKING OF ALLOCATIONS. Only Eligible Directors
of the Company shall receive an allocation of Restricted Shares pursuant to
the Plan. Each Eligible Director shall receive the equivalent of $10,000
every other year in the form of Restricted Shares as part of such Eligible
Director's Annual Director's Fee. The number of Restricted Shares so allo-
cated shall be based upon the closing price on the principal exchange upon
which the Company's Class A Common Stock is listed on the trading day
immediately preceding the date of grant. The date of grant for purposes of
the initial award made pursuant to this Plan shall be the day of the Board
of Directors' meeting immediately following the 1995 Annual Meeting of
Stockholders; all subsequent dates of grants shall be the date of the
Committee's regular January meeting in a year in which an award is to be
made.
The aggregate number of Restricted Shares which may be allocated
pursuant to this Plan shall not exceed the amount available therefor in the
Restricted Share Reserve.
5. FORM OF ALLOCATIONS. Each allocation pursuant to Section 4
hereof shall specify the number of Restricted Shares subject thereto.
At the time of making any allocation, the Committee shall advise the
Recipient and the Company thereof by delivery of written notice.
The Company shall take such action as shall be necessary to cause any
Restricted Shares issued pursuant to this Plan and not previously listed to
be listed on the American Stock Exchange and/or such other exchanges on
which shares of the same class as the Restricted Shares then are listed.
The Recipient agrees that at such time that the value of the
Restricted Shares are included in his taxable income, the Company may
withhold the applicable federal and state income taxes from any payments
that then are due to the Recipient from the Company as required by law or
requested by the Recipient and that, if the amount that then is due to the
Recipient from the Company is not sufficient to cover the applicable
federal and state tax withholding that is required, the Recipient shall pay
the amount of the shortfall to the Company. The Company shall not be
required to release the certificates evidencing the Recipient's ownership
of Restricted Shares until all of the applicable federal and state tax
withholding requirements relating to the Recipient have been satisfied.
6. RESTRICTIONS.
(a) After an allocation pursuant to Section 4 hereof, the
applicable Restricted Shares shall be duly issued or transferred forthwith,
and a certificate or certificates for such shares shall be issued in the
Recipient's name. The Recipient thereupon shall be a stockholder with
respect to all the Restricted Shares represented by such certificate or
certificates, including the right to vote such shares and to receive all
dividends and other distributions (subject to the provisions of Section
6(b) hereof) paid with respect to such shares; provided, however, that such
shares shall be subject to and imprinted with the terms of the legend
specified in Section 6(d) hereof, and the transfer agent for the Common
Stock shall be instructed to like effect in respect of such shares. In aid
of such restrictions, the Company shall retain the certificate(s) therefor,
and the Recipient shall deposit a stock power or other instrument of
transfer, appropriately endorsed in blank, with an officer designated by
the Committee, which officer shall retain possession of such certificates
until the Restricted Period (described in (c) below) expires.
(b) In the event that as the result of a stock split or stock
dividend or combination of shares or any other change or exchange for other
securities by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, the Recipient, as the owner of Restricted
Shares subject to restrictions hereunder, shall be entitled to new or
additional or different shares of stock or securities, and the certificate
or certificates for, or other evidences of, such new or additional or
different shares or securities, together with an instrument of transfer
appropriately endorsed, also shall be imprinted with the legend specified
in Section 6(d), and all provisions of the Plan relating to restrictions
and lapse of restrictions herein set forth thereupon shall be applicable to
such new or additional or different shares or securities to the extent
applicable to the shares with respect to which they were distributed;
provided, however, that if the Recipient shall receive rights, warrants or
fractional interests in respect of any of such Restricted Shares, such
rights or warrants may be held, exercised, sold or otherwise disposed of,
and such fractional interests may be settled, by the Recipient free and
clear of the restrictions hereafter set forth.
(c) The term "Restricted Period" with respect to Restricted
Shares (after which restrictions shall lapse) shall mean a period specified
by the Board commencing on the date of allocation of such Restricted Shares
to the Recipient and ending on the date that is no more than ten (10) years
after the date of allocation of such shares. Notwithstanding the
foregoing, at the time Restricted Shares are allocated, the Committee may
establish performance targets which, if met, will accelerate the termina-
tion of the Restricted Period for all or a portion of the Restricted Shares
so allocated. The performance targets, if any, and the number of
Restricted Shares affected shall be set forth in the notice given to the
Recipient pursuant to Section 5 hereof.
(d) The restrictions to which Restricted Shares shall be subject
and the legend to be imprinted on certificates representing the Restricted
Shares shall be as follows:
During the Restricted Period applicable to such shares, and except as
otherwise specifically provided in the Plan, none of such shares shall be
sold, exchanged, transferred, pledged, hypothecated or otherwise disposed
of.
7. FORFEITURE OF RESTRICTED SHARES.
(a) If a Recipient's status as an Eligible Director should be
terminated during the Restricted Period on account of his death, Disability
or retirement, the unvested portion of the Restricted Shares issued to him
shall be forfeited and returned to the Company. For this purpose, if the
Restricted Period has not been terminated previously through the attainment
of the applicable performance targets, it shall be assumed that Restricted
Shares vest ratably over the one hundred and twenty (120) month period
after the Restricted Shares are allocated.
(b) Notwithstanding Section 7(a) hereof, if a Recipient's status
as an Eligible Director is terminated upon the completion of five (5) or
more Years of Board Membership after a date of grant of Restricted Stock,
and such termination occurs by reason of death, Disability or retirement,
or (ii) if a Recipient's status as an Eligible Director is terminated by
reason of retirement pursuant to a mandatory retirement policy of the
Company after a date of grant of Restricted Stock has occurred, then all
shares so allocated as to which the Restricted Period has not been ter-
minated previously through the attainment of applicable performance targets
shall vest upon such death, Disability or retirement.
(c) Nothing contained in this Section 7 or elsewhere in this Plan
shall preclude the transfer of vested Restricted Shares on the death or
Disability of the Recipient to his legal representatives or his estate or
preclude such representatives from transferring such shares, or any of
them, to the person or persons entitled thereto by will or by the laws of
descent and distribution; provided, however, that any shares so transferred
as to which such restrictions shall not have lapsed shall continue to be
subject to all restrictions and obligations with respect thereto imposed by
the Plan.
(d) All notices in writing required pursuant to this Section 7
shall be sufficient only if actually delivered or if sent via registered or
certified mail, postage prepaid, to the Company at its principal office and
conclusively shall be deemed given on the date of delivery, if delivered,
or on the first business day following the date of such mailing, if mailed.
8. FINALITY OF DETERMINATIONS. The Committee shall administer this
Plan and construe its provisions;. Any determination by the Committee in
carrying out, administering or construing this Plan shall be final and
binding for all purposes and upon all interested persons and their heirs,
successors, assigns and personal representatives.
9. LIMITATIONS.
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for re-election by the
Company's stockholders nor confer upon any Director the right to remain a
member of the Board.
(b) Recipients of allocations shall have no rights in respect
thereof except as set forth in the Plan. Such rights may not be assigned
or transferred except by will or by the laws of descent and distribution,
and in the event that any attempt shall be made to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares
held by the Recipient during the Restricted Period (except those as to
which the Restricted Period previously has been terminated through the at-
tainment of the applicable performance targets), then the shares which are
the subject of such attempted disposition shall be deemed forfeited.
Before the actual issuance of Restricted Shares, no such shares shall be
earmarked for the Recipients' accounts, nor shall the Recipients have any
rights as stockholders with respect to such shares.
10. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN IN WHOLE OR IN
PART. The Board may amend, suspend or terminate the Plan in whole or in
part at any time; provided that any amendment shall not adversely affect
rights or obligations with respect to allocations theretofore made; and
provided further that no modification of the Plan by the Board without
approval of the stockholders shall (a) increase the maximum number of
Restricted Shares reserved pursuant to Section 3; (b) change the provisions
of Section 3 with respect to the aggregate number of Restricted Shares
which may be allocated under the Plan; or (c) change the classification of
Eligible Director for the purpose of receiving Restricted Shares under the
Plan. Notwithstanding the foregoing, the Plan shall not be amended more
than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act or the
rules thereunder. The Company intends that the Plan and the grants of Re-
stricted Stock hereunder shall comply with the conditions of Rule 16b-3 of
the Act and qualify for the exemption from Section 16(b) of the Act as a
"formula plan." Should any additional provisions be necessary in order to
so comply, the Board may amend the Plan accordingly, without the necessity
of obtaining the approval of the Company's stockholders.
11. GOVERNING LAW. The Plan shall be governed by the laws of the
Commonwealth of Virginia.
12. EXPENSES OF ADMINISTRATION. All costs and expenses incurred in
the operation and administration of this Plan shall be borne by the
Company.
13. REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of
any Restricted Shares may be postponed by the Company for such period as
may be required to comply with any applicable requirements under the
federal securities laws, any applicable listing requirements of any
national securities exchange or any requirements under any other law or
regulation applicable to the issuance or delivery of such shares, and the
Company shall not be obligated to issue or deliver any such shares if the
issuance or delivery thereof shall constitute a violation of any provision
of any law or any regulation of any governmental authority or any national
securities exchange.
14. EFFECTIVE DATE. The Plan shall be adopted by the Board and
submitted to the stockholders of the Company for approval at the Annual
Meeting of Stockholders to be held on May 19, 1995. The Plan shall become
effective upon the affirmative vote of a majority of the Class A and Class
B stockholders voting together and not as separate classes.
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MEDIA GENERAL, INC.
LONG-TERM INCENTIVE PLAN
Effective May 19, 1995
1. PURPOSE. The purpose of this 1995 Long-Term Incentive Plan (the
"Plan") of Media General, Inc. (together with any successor thereto, the
"Company") is (a) to promote the identity of interests between shareholders
and employees of the Company by encouraging and creating significant
ownership of Class A Common Stock of the Company by officers and other
salaried employees of the Company and its subsidiaries; (b) to enable the
Company to attract and retain qualified officers and employees who
contribute to the Company's success by their ability, ingenuity and
industry; and (c) to provide meaningful long-term incentive opportunities
for officers and other employees who are responsible for the success of the
Company and who are in a position to make significant contributions toward
its objectives.
2. DEFINITIONS. In addition to the terms defined elsewhere in the
Plan, the following shall be defined terms under the Plan:
2.01. "Award" means any Performance Accelerated Restricted Stock,
Performance Award, Option, Stock Appreciation Right, Restricted Stock,
Deferred Stock, Dividend Equivalent or Other Stock-Based Award or any other
right or interest relating to Shares or cash granted to a Participant under
the Plan.
2.02. "Award Agreement" means any written agreement, contract or
other instrument or document evidencing an Award.
2.03. "Board" means the Board of Directors of the Company.
2.04. "Change of Control" and related terms are defined in Section 9.
2.05. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.
2.06. "Committee" means the Compensation and Stock Option Committee
of the Board, or such other Board committee as may be designated by the
Board to administer the Plan, or any subcommittee of either; provided,
however, that the Committee, and any subcommittee thereof, shall consist of
two or more directors, each of whom is a "disinterested person" within the
meaning of Rule 16b-3 under the Exchange Act.
2.07. "Company" is defined in Section 1.
2.08. "Covered Employee" has the same meaning as set forth in Section
162(m) of the Code, and successor provisions.
2.09. "Deferred Stock" means a right, granted to a Participant under
Section 6.06, to receive Shares at the end of a specified deferral period.
2.10. "Dividend Equivalent" means a right, granted to a Participant
under Section 6.04, to receive cash, Shares, other Awards or other property
equal in value to dividends paid with respect to a specified number of
Shares.
2.11. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time. References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and regulations
thereunder.
2.12. "Fair Market Value" means, with respect to Shares, Awards or
other property, the fair market value of such Shares, Awards or other
property determined by such methods or procedures as shall be established
from time to time by the Committee. Unless otherwise determined by the
Committee, the Fair Market Value of Shares as of any date shall be the
publicly reported closing sales price on that date of a Share; provided
that if there were no sales on the valuation date but there were sales on
dates within a reasonable period both before and after the valuation date,
the Fair Market Value is the weighted average of the closing prices on the
nearest date before and the nearest date after the valuation date. The
average is to be weighted inversely by the respective numbers of trading
days between the selling dates and the valuation date.
2.13. "Incentive Stock Option" means an Option that is intended to
meet the requirements of Section 422 of the Code.
2.14. "Non-Qualified Stock Option" means an Option that is not
intended to be an Incentive Stock Option.
2.15. "Option" means a right, granted to a Participant under Section
6.07, to purchase Shares, other Awards or other property at a specified
price during specified time periods. An Option may be either an Incentive
Stock Option or a Non-Qualified Stock Option.
2.16. "Other Stock-Based Award" means a right, granted to a
Participant under Section 6.09, that relates to or is valued by reference
to Shares.
2.17. "Participant" means a person who, as an officer or salaried
employee of the Company or any Subsidiary, has been granted an Award under
the Plan.
2.18. "Performance Accelerated Restricted Stock" means Restricted
Stock granted to a Participant under Section 6.02 containing certain
performance criteria established by the Committee which, if met, shall
accelerate the vesting thereof.
2.19. "Performance Award" means a right granted to a Participant
under Section 6.03 to receive cash, Shares, other Awards or other property
the payment of which is contingent upon achievement of performance goals
specified by the Committee.
2.20. "Performance-Based Restricted Stock" means Restricted Stock
that is subject to a risk of forfeiture if specified performance criteria
are not met within the restriction period.
2.21. "Plan" is defined in Section 1.
2.22. "Restricted Stock" means Shares granted to a Participant under
Section 6.05 that are subject to certain restrictions and to a risk of
forfeiture.
2.23. "Rule 16b-3" means Rule 16b-3, as from time to time amended and
applicable to Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.
2.24. "Shareholders" means the holders of all issued and outstanding
Shares.
2.25. "Shares" means the Class A Common Stock, $5.00 par value, of
the Company and such other securities of the Company as may be substituted
for Shares or such other securities pursuant to Section 10.
2.26. "Stock Appreciation Right" means a right granted to a
Participant under Section 6.08 to be paid an amount measured by the
appreciation in the Fair Market Value of Shares from the date of grant to
the date of exercise of the right, with payment to be made in cash, Shares,
other Awards or other property as specified in the Award or determined by
the Committee.
2.27. "Subsidiary" means any corporation (other than the Company)
with respect to which the Company owns, directly or indirectly, 50 percent
or more of the total combined voting power of all classes of stock. In
addition, any other related entity may be designated by the Board as a
Subsidiary, provided such entity could be considered as a subsidiary
according to generally accepted accounting principles.
2.28. "Year" means a calendar year.
3. ADMINISTRATION.
3.01. Authority of the Committee. The Plan shall be administered by
the Committee. The Committee shall have full and final authority to take
the following actions, in each case subject to and consistent with the
provisions of the Plan:
(i) to select and designate Participants;
(ii) to designate Subsidiaries;
(iii) to determine the type or types of Awards to be granted to
each Participant;
(iv) to determine the number of Awards to be granted, the number
of Shares to which an Award will relate, the terms and conditions of any
Award granted under the Plan (including, but not limited to, any exercise
price, grant price or purchase price, any restriction or condition, any
schedule for lapse of restrictions or conditions relating to
transferability or forfeiture, exercisability or settlement of an Award,
and waivers or accelerations thereof, and waiver of performance conditions
relating to an Award, based in each case on such considerations as the
Committee shall determine) and all other matters to be determined in
connection with an Award;
(v) to determine whether, to what extent and under what
circumstances an Award may be settled, or the exercise price of an Award
may be paid, in cash, Shares, other Awards or other property, or an Award
may be cancelled, forfeited or surrendered;
(vi) to determine whether, to what extent, and under what
circumstances, cash, Shares, other Awards or other property payable with
respect to an Award will be deferred either automatically, at the election
of the Committee or at the election of the Participant;
(vii) to prescribe the form of each Award Agreement, which need
not be identical for each Participant;
(viii) to adopt, amend, suspend, waive and rescind such rules
and regulations and appoint such agents as the Committee may deem necessary
or advisable to administer the Plan;
(ix) to correct any defect or supply any omission or reconcile
any inconsistency in the Plan and to construe and interpret the Plan and
any Award, rules and regulations, Award Agreement or other instrument
hereunder; and
(x) to make all other decisions and determinations as may be
required under the terms of the Plan or as the Committee may deem necessary
or advisable for the administration of the Plan.
3.02. Manner of Exercise of Committee Authority. Unless authority is
specifically reserved to the Board under the terms of the Plan or
applicable law, the Committee shall have sole discretion in exercising such
authority under the Plan. Any action of the Committee with respect to the
Plan shall be final, conclusive and binding on all persons, including the
Company, Subsidiaries, Shareholders, Participants and any person claiming
any rights under the Plan from or through any Participant. The express
grant of any specific power to the Committee and/or the taking of any
action by the Committee shall not be construed as limiting any power or
authority of the Committee. A memorandum signed by all members of the
Committee shall constitute the act of the Committee without the necessity,
in such event, to hold a meeting. The Committee may delegate to officers
or managers of the Company or any Subsidiary the authority, subject to such
terms as the Committee shall determine, to perform administrative functions
under the Plan.
3.03. Limitation of Liability. Each member of the Committee shall in
good faith be entitled to rely or act upon any report or other information
furnished to such member by any officer or other employee of the Company or
any Subsidiary, the Company's independent certified public accountants or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan. No member of the
Committee, nor any officer or employee of the Company acting on behalf of
the Committee, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan, and
all members of the Committee and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination or interpretation.
3.04. Termination of Current Plans. As soon as practicable following
the Effective Date, the Committee shall proceed to terminate the 1987 Stock
Option Plan and the 1991 Restricted Stock Plan and, in connection
therewith, take all necessary action to delete and/or de-list any remaining
shares subject to issuance or reissuance under such plans from any
effective registration statements filed with the Securities and Exchange
Commission and/or additional listing applications filed with the American
Stock Exchange covering such plans. Under no circumstances, shall any
additional options or restricted shares be granted under such plans after
the Effective Date. Notwithstanding the provision of this Section 3.04,
all options and restricted shares granted prior to the Effective Date shall
remain in full force and effect, subject to the terms thereof and of the
respective plan under which such grants were made.
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 10, the total number of Shares reserved and available for Awards
under the Plan shall be 1,300,000, of which up to 400,000 shares may be
reserved for grants as Performance Awards, Performance-Based Restricted
Stock, Performance Accelerated Restricted Stock and Other Stock-Based
Awards. For purposes of this Section 4, the number of and time at which
Shares shall be deemed to be subject to Awards and therefore counted
against the number of Shares reserved and available under the Plan shall be
the earliest date at which the Committee reasonably can estimate the number
of Shares to be distributed in settlement of an Award or with respect to
which payments will be made; provided, however, that subject to the re-
quirements of Rule 16b-3, the Committee may adopt procedures for the
counting of Shares relating to any Award for which the number of Shares to
be distributed or with respect to which payment will be made cannot be
fixed at the date of grant to ensure appropriate counting, avoid double
counting (in the case of tandem or substitute awards) and provide for
adjustments in any case in which the number of Shares actually distributed
or with respect to which payments are actually made differs from the number
of Shares previously counted in connection with such Award.
If any Shares to which an Award relates are forfeited or the Award is
settled or terminates without a distribution of Shares (whether or not
cash, other Awards or other property is distributed with respect to such
Award), any Shares counted against the number of Shares reserved and
available under the Plan with respect to such Award shall, to the extent of
any such forfeiture, settlement or termination, again be available for
Awards under the Plan; provided, however, that such Shares shall be
available for issuance only to the extent permitted under Rule 16b-3.
5. ELIGIBILITY. Awards may be granted only to individuals who are
officers or other salaried employees (including employees who also are
directors) of the Company or a Subsidiary; provided, however, that no Award
pursuant to this Plan shall be granted to any member of the Committee.
6. SPECIFIC TERMS OF AWARDS.
6.01. General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter (subject
to Section 11.02), such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine,
including without limitation the acceleration of vesting of any Awards or
terms requiring forfeiture of Awards in the event of termination of
employment by the Participant. Except as provided in Sections 7.03 and/or
7.04, only services may be required as consideration for the grant of any
Award.
6.02. Performance Accelerated Restricted Stock. Subject to the
provisions of Sections 7.01 and 7.02, the Committee is authorized to grant
Performance Accelerated Restricted Stock to Participants on the following
terms and conditions:
(i) Awards and Dividends. Performance Accelerated Restricted
Stock Awards shall be denominated in Shares. The Participant thereupon
shall be a Shareholder with respect to the Shares awarded, including the
right to vote such Shares and to receive all dividends and distributions
paid with respect thereto.
(ii) Certificates of Shares. Performance Accelerated Restricted
Stock granted under the Plan may be evidenced in such manner as the
Committee shall determine. If certificates representing Performance
Accelerated Restricted Stock are registered in the name of a Participant,
such certificates shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such performance Accelerated
Restricted Stock, the Company shall retain physical possession of the cer-
tificates, and the Participant shall deliver a stock power to the Company,
endorsed in blank, relating to that Performance Accelerated Restricted
Stock.
(iii) Restrictions and Acceleration. At the time of the Award
of Performance Accelerated Restricted Stock, the Committee shall specify a
period commencing on the date of the Award and ending on a date that is no
more than 10 years thereafter. At the time of each such Award, the
Committee also shall specify and advise the Participant of such performance
targets as the Committee shall determine to be appropriate which, if met,
shall accelerate the termination of the foregoing restricted period for all
or such other portion of the Performance Accelerated Restricted Stock as
the Committee shall deem appropriate.
(iv) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as determined under criteria
established by the Committee) during an applicable restriction period, all
Performance Accelerated Restricted Stock that remains subject to such
applicable restriction period shall be forfeited; provided, however, that
the Committee may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that restrictions or forfeiture
conditions relating to Performance Accelerated Restricted Stock will be
waived in whole or in part in the event of termination resulting from
specified causes, and the Committee in other cases may waive in whole or in
part the forfeiture of Performance Accelerated Restricted Stock.
6.03. Performance Awards. Subject to the provisions of Sections 7.01
and 7.02, the Committee is authorized to grant Performance Awards to
Participants on the following terms and conditions:
(i) Awards and Conditions. A Performance Award shall confer
upon the Participant rights, valued as determined by the Committee, and
payable to, or exercisable by, the Participant to whom the Performance
Award is granted, in whole or in part, as determined by the Committee,
conditioned upon the achievement of performance criteria determined by the
Committee.
(ii) Other Terms. A Performance Award shall be denominated in
Shares and may be payable in cash, Shares, other Awards or other property,
and the same may have such other terms as shall be determined by the
Committee.
6.04. Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Participants. The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Shares or Awards or otherwise
reinvested.
6.05. Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:
(i) Issuance and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability and other restrictions as
the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends thereon),
which restrictions may lapse separately or in combination at such times,
under such circumstances, in such installments or otherwise as the
Committee shall determine.
(ii) Forfeiture. Performance-Based Restricted Stock shall be
forfeited unless the pre-established performance criteria established by
the Committee are satisfied during the applicable restriction period.
Except as otherwise determined by the Committee, including any vesting of
Restricted Stock and accelerated vesting of Performance Accelerated
Restricted Stock, upon termination of employment (as determined under
criteria established by the Committee) during the applicable restriction
period, Performance Accelerated Restricted Stock or other Restricted Stock
that is at that time subject to restrictions shall be forfeited and
reacquired by the Company; provided, however, that the Committee may
provide, by rule or regulation or in any Award Agreement, or may determine
in any individual case, that restrictions or forfeiture conditions relating
to Performance Accelerated Restricted Stock or other Restricted Stock will
be waived in whole or in part in the event of terminations resulting from
specified events.
(iii) Certificates of Shares. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing Restricted Stock are registered in the name of
the Participant, such certificates shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such Re-
stricted Stock, the Company shall retain physical possession of the
certificates, and the Participant shall deliver a stock power to the
Company, endorsed in blank, relating to the Restricted Stock.
(iv) Dividends. Unless otherwise determined by the Committee,
cash dividends paid on Performance-Based Restricted Stock shall be
automatically reinvested in additional shares of Performance-Based
Restricted Stock, and cash dividends paid on other Restricted Stock shall
be paid to the Participant. Dividends reinvested in Performance-Based
Restricted Stock and Shares distributed in connection with a stock split or
stock dividend, and other property distributed as a dividend, shall be
subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such stock or other property has
been distributed.
6.06. Deferred Stock. The Committee is authorized to grant Deferred
Stock to Participants, on the following terms and conditions:
(i) Award and Restrictions. Delivery of Shares will occur upon
expiration of the deferral period specified for Deferred Stock by the
Committee (or, if permitted by the Committee, as elected by the
Participant). In addition, Deferred Stock shall be subject to such
restrictions as the Committee may impose, which restrictions may lapse at
the expiration of the deferral period or at earlier specified times,
separately or in combination, in installments or otherwise as the Committee
shall determine.
(ii) Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment (as determined under criteria
established by the Committee) during the applicable deferral period or
portion thereof (as provided in the Award Agreement evidencing the Deferred
Stock), all Deferred Stock that is at that time subject to deferral (other
than a deferral at the election of the Participant) shall be forfeited;
provided, however, that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Deferred Stock will be
waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in whole or in
part the forfeiture of Deferred Stock.
6.07. Options. The Committee is authorized to grant Options to
Participants on the following terms and conditions:
(i) Exercise Price. The exercise price per Share purchasable
under an Option shall be determined by the Committee; provided, however,
that, except as provided in Section 7.03, such exercise price shall be not
less than the Fair Market Value of a Share on the date of grant of such
Option.
(ii) Time and Method of Exercise. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part,
the methods by which such exercise price may be paid or deemed to be paid,
the form of such payment, including, without limitation, cash, Shares,
other Awards or awards issued under other Company plans, or other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis, such as through "cashless exercise"
arrangements), and the methods by which Shares will be delivered or deemed
to be delivered to Participants. Options shall expire not later than 10
years after the date of grant.
(iii) Incentive Stock Options. The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, including but not limited to the
requirement that no Incentive Stock Option shall be granted more than 10
years after the effective date of the Plan. Anything in the Plan to the
contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion
or authority granted under the Plan be exercised, so as to disqualify
either the Plan or any Incentive Stock Option under Section 422 of the
Code. In the event a Participant voluntarily disqualifies an Option as an
Incentive Stock Option, the Committee may, but shall not be obligated to,
make such additional Awards or pay bonuses as the Committee shall deem
appropriate to reflect the tax savings to the Company which result from
such disqualification.
6.08. Stock Appreciation Rights. The Committee is authorized to
grant Stock Appreciation Rights to Participants on the following terms and
conditions:
(i) Right to Payment. A Stock Appreciation Right shall confer
on the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date
of exercise (or, if the Committee shall so determine in the case of any
such right, other than one related to an Incentive Stock Option, the Fair
Market Value of one Share at any time during a specified period before or
after the date of exercise or the Change of Control Price as defined in
Section 9.03) over (B) the grant price of the Stock Appreciation Right as
determined by the Committee as of the date of grant of the Stock
Appreciation Right, which, except as provided in Section 7.03, shall be not
less than the Fair Market Value of one Share on the date of grant.
(ii) Other Terms. The Committee shall determine the time or
times at which a Stock Appreciation Right may be exercised in whole or in
part, the method of exercise, the method of settlement, the form of
consideration payable in settlement, the method by which Shares will be
delivered or deemed to be delivered to Participants and any other terms and
conditions of any Stock Appreciation Right. Limited Stock Appreciation
Rights that may be exercised only upon the occurrence of a Change of
Control (as such term is defined in Section 9.02) or as otherwise defined
by the Committee) may be granted under this Section 6.08. Stock
Appreciation Rights shall expire not later than 10 years after the date of
grant.
6.09. Other Stock-Based Awards. The Committee is authorized to grant
to Participants such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on or
related to, Shares, as deemed by the Committee to be consistent with the
purposes of the Plan, including without limitation, Shares awarded purely
as a "bonus" and not subject to any restrictions or conditions, convertible
or exchangeable debt securities, other rights convertible or exchangeable
into Shares, purchase rights and Awards valued by reference to book value
of Shares or the value of securities of or the performance of specified
Subsidiaries. The Committee shall determine the terms and conditions of
such Awards, which may include performance criteria. Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 6.09 shall be purchased for such consideration, paid for at such
times, by such methods and in such forms, including, without limitation,
cash, Shares, other Awards or other property, as the Committee shall
determine.
7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.
7.01. Performance-Based Awards. Performance Awards, Per-
formance-Based Restricted Stock, and certain Other Stock-Based Awards
subject to performance criteria are intended to be "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code and shall be paid solely on account of the attainment of one or more
preestablished, objective performance goals within the meaning of Section
162(m) and the regulations thereunder. Until otherwise determined by the
Committee, the performance goal shall be the attainment of preestablished
amounts of annual net income of the Company.
The payout of any such Award to a Covered Employee may be reduced, but
not increased, based on the degree of attainment of other performance
criteria or otherwise at the direction of the Committee.
7.02. Maximum Yearly Awards. No participant may receive a grant of
Option or Stock Appreciation Option Rights exceeding 50,000 in any Year.
In addition to this maximum, the maximum annual individual payout of
Performance Awards is $300,000, and the Maximum individual limit of shares
earned under Performance-Based Restricted Stock, Performance Accelerated
Restricted Stock and Other Stock-Based Awards may not exceed 50,000 shares
in any two-year period.
7.03. Stand-Alone, Additional, Tandem and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with or in substitution for any
other Award granted under the Plan or any award granted under any other
plan of the Company, any Subsidiary or any business entity to be acquired
by the Company or a Subsidiary, or any other right of a Participant to re-
ceive payment from the Company or any Subsidiary. If an Award is granted
in substitution for another Award or award, the Committee shall require the
surrender of such other Award or award in consideration for the grant of
the new Award. Awards granted in addition to or in tandem with other
Awards or awards may be granted either as of the same time as or a
different time from the grant of such other Awards or awards. The per
Share exercise price of any Option, grant price of any Stock Appreciation
Right or purchase price of any other Award conferring a right to purchase
Shares:
(i) Granted in substitution for an outstanding Award or award
shall be not less than the lesser of the Fair Market Value of a Share at
the date such substitute award is granted or such Fair Market Value at that
date reduced to reflect the Fair Market Value at that date of the Award or
award required to be surrendered by the Participant as a condition to
receipt of the substitute Award; or
(ii) Retroactively granted in tandem with an outstanding Award
or award shall be not less than the lesser of the Fair Market Value of a
Share at the date of grant of the later Award or at the date of grant of
the earlier Award or award.
7.04. Exchange Provisions. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash,
Shares, other Awards (subject to Section 7.03) or other property based on
such terms and conditions as the Committee shall determine and communicate
to the Participant at the time that such offer is made.
7.05. Term of Awards. The term of each Award shall be for such
period as may be determined by the Committee; provided, however, that in no
event shall the term of any Option or a Stock Appreciation Right granted in
tandem therewith exceed a period of 10 years from the date of its grant (or
such shorter period as may be applicable under Section 422 of the Code).
7.06. Form of Payment Under Awards. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or a
Subsidiary upon the grant or exercise of an Award may be made in such forms
as the Committee shall determine, including without limitation, cash,
Shares, other Awards or other property, and may be made in a single payment
or transfer, in installments or on a deferred basis. Such payments may in-
clude, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant or
crediting of Dividend Equivalents in respect of installment or deferred
payments denominated in Shares.
8. GENERAL RESTRICTIONS APPLICABLE TO AWARDS.
8.01. Restrictions Under Rule 16b-3.
8.01.1. Six-Month Holding Period. Unless a Participant could
otherwise transfer an equity security, derivative security or Shares issued
upon exercise of a derivative security granted under the Plan without
incurring liability under Section 16(b) of the Exchange Act (i) an equity
security issued under the Plan, other than an equity security issued upon
exercise or conversion of a derivative security granted under the Plan,
shall be held for at least six months from the date of acquisition; (ii)
with respect to a derivative security issued under the Plan, at least six
months shall elapse from the date of acquisition of the derivative security
to the date of disposition of the derivative security (other than upon
exercise or conversion) or its underlying equity security; and (iii) any
Award in the nature of a Stock Appreciation Right must be held for six
months from the date of grant to the date of cash settlement.
8.01.2. Nontransferability. Awards which constitute derivative
securities (including any option, stock appreciation right or similar
right) shall not be transferable by a Participant except by will or the
laws of descent and distribution (except pursuant to a beneficiary
designation authorized under Section 8.02) or, if then permitted under Rule
16b-3, pursuant to a qualified domestic relations order as defined under
the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder, and, in the case of an Incentive Stock
Option or, if then required by Rule 16b-3, any other derivative security
granted under the Plan, shall be exercisable during the lifetime of a
Participant only by such Participant or his guardian or legal representative.
8.01.3. Compliance with Rule 16b-3. It is the intent of the
Company that this Plan comply in all respects with Rule 16b-3 in connection
with any Award granted to a person who is subject to Section 16 of the
Exchange Act. Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 as then
applicable to any such person, such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements with re-
spect to such person.
8.02. Limits on Transfer of Awards; Beneficiaries. No right or
interest of a Participant in any Award shall be pledged, encumbered or
hypothecated to or in favor of any party (other than the Company or a
Subsidiary) or shall be subject to any lien, obligation or liability of
such Participant to any party (other than the Company or a Subsidiary).
Unless otherwise determined by the Committee (subject to the requirements
of Section 8.01.2), no Award subject to any restriction shall be assignable
or transferable by a Participant otherwise than by will or the laws of
descent and distribution (except to the Company under the terms of the
Plan); provided, however, that a Participant may, in the manner established
by the Committee, designate a beneficiary or beneficiaries to exercise the
rights of the Participant and to receive any distribution with respect to
any Award upon the death of the Participant. A beneficiary, guardian,
legal representative or other person claiming any rights under the Plan
from or through any Participant shall be subject to all terms and condi-
tions of the Plan and any Award Agreement applicable to such Participant or
agreement applicable to such, except to the extent the Plan and such Award
Agreement or agreement otherwise provide with respect to such persons and
to any additional restrictions deemed necessary or appropriate by the
Committee.
8.03. Registration and Listing Compliance. The Company shall not be
obligated to deliver any Award or distribute any Shares with respect to any
Award in a transaction subject to regulatory approval, registration or any
other applicable requirement of federal or state law, or subject to a
listing requirement under any listing or similar agreement between the
Company and any national securities exchange, until such laws, regulations
and contractual obligations of the Company have been complied with in full,
although the Company shall be obligated to use reasonable efforts to obtain
any such approval and comply with such requirements as promptly as
practicable.
8.04. Share Certificates. All certificates for Shares delivered
under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop-transfer order and other restrictions as the Committee
may deem advisable under applicable federal or state laws, rules and
regulations thereunder, and the rules of any national securities exchange
on which Shares are listed. The Committee may cause a legend or legends to
be placed on any such certificates to make appropriate reference to such
restrictions or any other restrictions that may be applicable to Shares,
including under the terms of the Plan or any Award Agreement. In addition,
during any period in which Awards or Shares are subject to restrictions
under the terms of the Plan or any Award Agreement, or during any period
during which delivery or receipt of an Award or Shares has been deferred by
the Committee or a Participant, the Committee may require the Participant
to enter into an agreement providing that certificates representing Shares
issuable or issued pursuant to an Award shall remain in the physical
custody of the Company or such other person as the Committee may designate.
9. ADJUSTMENT PROVISIONS. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of
cash, Shares or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange or other similar corporate transaction or
event affects the Shares such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of
the rights of Participants under the Plan, then the Committee shall, in
such manner as it may deem equitable, adjust any or all of (i) the number
and kind of Shares which may thereafter be issued in connection with Awards
(ii) the number and kind of Shares issued or issuable in respect of
outstanding Awards and (iii) the exercise price, grant price or purchase
price relating to any Award or, if deemed appropriate, make provision for a
cash payment with respect to any outstanding Award; provided, however, in
each case, that, with respect to Incentive Stock Options, no such
adjustment shall be authorized to the extent that such authority would
cause the Plan to violate Section 422(b)(1) of the Code. In addition, the
Committee is authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any Subsidiary or the
financial statements of the Company or any Subsidiary, or in response to
changes in applicable laws, regulations or accounting principles.
10. CHANGES TO THE PLAN AND AWARDS.
10.01. Changes to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan without the consent of shareholders or
Participants, except that any such amendment, alteration, suspension,
discontinuation or termination shall be subject to the approval of the
Company's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation
or the rules of any stock exchange on which the Shares may be listed, or if
the Board in its discretion determines that obtaining such shareholder
approval is for any reason advisable; provided, however, that, without the
consent of an affected Participant, no amendment, alteration, suspension,
discontinuation or termination of the Plan may impair the rights of such
Participant under any Award theretofore granted to him.
10.02. Changes to Awards. The Committee may waive any conditions or
rights under, or amend, alter, suspend, discontinue or terminate, any Award
theretofore granted and any Award Agreement relating thereto; provided,
however, that, without the consent of an affected Participant, no such
amendment, alteration, suspension, discontinuation, or termination of any
Award may impair the rights of such Participant under such Award.
11. GENERAL PROVISIONS.
11.01. No Rights to Awards. No Participant or employee shall have
any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants and employees.
11.02. No Shareholder Rights. No Award shall confer on any
Participant any of the rights of a shareholder of the Company unless and
until Shares are duly issued or transferred to the Participant in
accordance with the terms of the Award.
11.03. Tax Withholding. The Company or any Subsidiary is authorized
to withhold from any Award granted, any payment relating to an Award under
the Plan, including from a distribution of Shares, or any payroll or other
payment to a Participant, amounts or withholding and other taxes due with
respect thereto, its exercise or any payment thereunder and to take such
other action as the Committee may deem necessary or advisable to enable the
Company and Participants to satisfy obligations for the payment of
withholding taxes and other tax liabilities relating to any Award. This
authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of
Participant's tax obligations.
11.04. No Right to Employment. Nothing contained in the Plan or any
Award Agreement shall confer, and no grant of an Award shall be construed
as conferring, upon any employee any right to continue in the employ of the
Company or any Subsidiary or to interfere in any way with the right of the
Company or any Subsidiary to terminate his employment at any time or
increase or decrease his compensation from the rate in existence at the
time of granting of an Award.
11.05. Unfunded Status of Awards. The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the creation of trusts
or make other arrangements to meet the Company's obligations under the Plan
to deliver cash, Shares, other Awards or other property pursuant to any
award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines
with the consent of each affected Participant.
11.06. Other Compensatory Arrangements. The Company or any
Subsidiary shall be permitted to adopt other or additional compensation
arrangements (which may include arrangements which relate to Awards), and
such arrangements may be either generally applicable or applicable only in
specific cases.
11.07. Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards or other property shall be issued or paid in
lieu of fractional Shares or whether such fractional Shares or any rights
thereto shall be forfeited or otherwise eliminated.
11.08. Governing Law. The validity, construction and effect of the
Plan, any rules and regulations relating to the Plan and any Award
Agreement shall be determined in accordance with the laws of the
Commonwealth of Virginia, without giving effect to principles of conflicts
of laws and applicable federal law.
12. EFFECTIVE DATE. The Plan shall become effective upon approval
the affirmative vote of the holders of a majority of the votes cast by the
holders of Class A and Class B Common Stock of the Company, voting together
and not as separate classes, at a meeting of the Company's shareholders to
be held on May 19, 1995, or any adjournment thereof.
<PAGE>
MEDIA GENERAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
CLASS A STOCK
The undersigned appoints J. Stewart Bryan III, Marshall N. Morton and George L.
Mahoney, or any of them, the proxies of the undersigned, with power of
substitution, to vote all Class A Common Stock which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held on Friday, May 19,
1995, and any adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
<TABLE>
<S> <C> <C> <C>
ITEM 1 -- Election of Directors [ ] FOR [ ] WITHHELD
Directors, Nominees: Davis, Hatcher, Medlin
FOR, except vote withheld from the following nominee(s):
</TABLE>
_______________________________________________________________________________
<TABLE>
<S> <C> <C> <C> <C>
ITEM 2 -- Approval of Director Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
ITEM 3 -- Approval of Long-Term Incentive Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(Please date and sign on reverse side)
<PAGE>
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
Dated: ____________________, 1995.
Please date and sign proxy as name
appears. Joint owners should each
sign personally. Trustees and
others signing in a representative
capacity should indicate the
capacity in which they sign.
This proxy revokes all previous
proxies.
<PAGE>
MEDIA GENERAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
CLASS B STOCK
The undersigned appoints J. Stewart Bryan III, Marshall N. Morton and George L.
Mahoney, or any of them, the proxies of the undersigned, with power of
substitution, to vote all Class B Common Stock which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held on Friday, May 19,
1995, and any adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
<TABLE>
<S> <C> <C> <C>
ITEM 1 -- Election of Directors [ ] FOR [ ] WITHHELD
Directors, Nominees: Black, D.T. Bryan, J.S. Bryan III, Donnahoe, Evans, Valentine
FOR, except vote withheld from the following nominee(s):
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
ITEM 2 -- Approval of Director Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
ITEM 3 -- Approval of Long-Term Incentive Plan [ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
(Please date and sign on reverse side)
<PAGE>
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
Dated:_______________________ , 1995.
____________________________________
____________________________________
Please date and sign proxy exactly as
name appears. Joint owners should each
sign personally. Trustees and others
signing in a representative capacity
should indicate the capacity in which
they sign.
This proxy revokes all previous
proxies.
<PAGE>
MEDIA GENERAL, INC., EMPLOYEES THRIFT PLAN PLUS
PARTICIPANT VOTING INSTRUCTION
The undersigned hereby instructs The Northern Trust Company, as Trustee of the
Media General Employees Thrift Plan, to vote all shares of Media General, Inc.,
Class A Common Stock held by the Thrift Plan for my account at the Annual
Meeting of Stockholders of Media General, Inc., to be held on Friday, May 19,
1995, and any adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
<TABLE>
<S> <C> <C> <C>
ITEM 1 -- Election of Directors FOR WITHHELD
Directors, Nominees: Davis, Hatcher, Medlin
FOR, except vote withheld from the following nominee(s):
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
ITEM 2 -- Approval of Director Plan FOR AGAINST ABSTAIN
ITEM 3 -- Approval of Long-Term Incentive Plan FOR AGAINST ABSTAIN
</TABLE>
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES
LISTED.
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
Dated: , 1995.
Please date and sign instruction
exactly as name appears.
This instruction revokes all
previous instructions.
