As filed with the Securities and Exchange Commission on December 22, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MEDIA GENERAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Commonwealth of Virginia 54-0850433
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
333 East Franklin Street, Richmond, Virginia 23219
(Address of Principal Executive Offices) (Zip Code)
------------------
MEDIAL GENERAL, INC.
DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
George L. Mahoney, Esquire
General Counsel and Secretary
Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
(804) 649-6000
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
-----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================== ================= ==================== ==================== ============
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price per Aggregate Offering Registration
Title of Securities to be Registered Registered Obligation Price Fee
- -------------------------------------- ----------------- -------------------- -------------------- ------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1)..................... $30,000,000 (2) 100% $30,000,000 (2) $8,340
====================================== ================= ==================== ==================== ============
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of Media
General, Inc. to pay deferred compensation in the future in accordance
with the terms of the Media General, Inc. Deferred Compensation Plan.
(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) and is based
upon an estimate of the amount of compensation to be deferred by
participants.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, as amended by Form 10-K/A (Amendment
No. 1), filed June 29, 1998, File No. 1-6383; and
(2) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 29, 1998, June 28, 1998 and September 27,
1998, File No. 1-6383.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4 Description of Securities
The securities being registered are deferred compensation obligations
("Deferred Compensation Obligations") of the Registrant under the Media General,
Inc. Deferred Compensation Plan (the "Plan"). The following description of the
Deferred Compensation Obligations is qualified in its entirety by reference to
the complete text of the Plan set forth as Exhibit 4.3 to this Registration
Statement. Capitalized terms used in this Item 4 and not otherwise defined in
this Registration Statement shall have the respective meanings attributed to
such terms in the Plan.
The Deferred Compensation Obligations incurred by the Registrant under
the Plan are unsecured general obligations of the Registrant, and will rank
equally with other unsecured and unsubordinated indebtedness of the Registrant
outstanding from time to time. The Plan is unfunded, and the Registrant is not
required to set aside assets to be used for payment of the Deferred Compensation
Obligations. Because the Registrant is a holding company and its principal
assets are its operating subsidiaries, the Registrant's ability to make payments
to Participants in connection with Deferred Compensation Obligations under the
Plan may be subject to the availability of funds from such subsidiaries. In
addition, the right of the Registrant (and hence the rights of creditors of the
Registrant, including Participants in the Plan) to participate in a distribution
of the assets of a subsidiary of the Registrant upon its liquidation or
reorganization or otherwise necessarily is subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor may be recognized.
II-1
<PAGE>
Under the Plan, the Registrant will provide a select group of
management or highly compensated employees of the Registrant and its
subsidiaries with the opportunity to elect to defer a portion of the
compensation otherwise payable to such employees during any Plan Year. An
employee who elects to participate in the Plan ("Participant") may defer the
receipt of Base Annual Salary and/or Bonus payable by the Registrant to the
Participant ("Deferral Contribution"). This elective Deferral Contribution will
be credited by the Registrant to a Deferral Contribution Account established in
the name of the Participant. A Participant may designate a fixed dollar amount
to be deducted from his or her Base Annual Salary and may designate a fixed
dollar amount or a percentage to be deducted from his or her Bonus. The minimum
amount of Base Annual Salary and/or Bonus that may be deferred during any Plan
Year is $4,000. The maximum deferral during any Plan Year is 80% of Base Annual
Salary and 100% of the amount of any Bonus.
The amounts deferred by Participants under the Plan represent an
obligation of the Registrant to make payments to the Participants at some time
in the future. The amount that the Registrant is required to pay to any
Participant under the terms of the Plan is equal to the Deferral Contributions
made by the Participant, as adjusted for hypothetical gains or losses
attributable to the deemed investment of such Deferral Contributions in
hypothetical investment alternatives chosen by the Participant, all of which is
reflected in the Participant's Deferral Contribution Account (bookkeeping
accounts maintained by the Registrant for each of the Participants).
At the beginning of each Plan Year, the Registrant shall provide the
Participants with a list of hypothetical investments available under the Plan.
In the sole discretion of the Registrant, the hypothetical investments available
under the Plan may be changed and Participants may be required to reallocate and
redirect the investment of their Deferral Contributions. A Participant may make
changes in his or her choice of hypothetical investments on a monthly basis to
reallocate the manner in which earlier Deferral Contributions, as well as any
appreciation or depreciation with respect thereto, are invested under the Plan
and to redirect the investment of future Deferral Contributions. Any cash
earnings generated under a hypothetical investment (such as interest, cash
dividends and other distributions) shall, in the Registrant's sole discretion,
either be deemed to be reinvested in such hypothetical investment or reinvested
in one or more other hypothetical investments designated by the Registrant. With
respect to any distribution or reallocation of Deferral Contribution Accounts,
the Registrant is granted the authority under the Plan to select the dates to be
used for valuation purposes.
Each Participant is at all times 100% vested in all Deferral
Contributions, as well as in any appreciation (or depreciation) in the amount
thereof due to gains and losses from the hypothetical investments.
The Plan provides for the suspension of Participant deferrals under
certain circumstances, including financial emergencies, disability and unpaid
leave of absences. The Plan also provides for interim distributions of amounts
payable from the Participant's Deferral Contribution Account and for withdrawal
of Plan amounts in the event of a financial emergency.
The amounts payable to Participants under the Plan are distributed in
accordance with the distribution provisions of the Plan. Generally, such
distributions are made upon termination of employment, retirement, death or
disability. Payment of benefits may either be in a lump sum or in installments
at the Participant's election. The Registrant is entitled to withhold all
federal, state and local income, employment and other taxes required to be
withheld by the Registrant in connection with payments to be made to
Participants under the Plan.
II-2
<PAGE>
The Registrant reserves the right to amend or terminate the Plan,
provided that any such amendment does not decrease or restrict the value of a
Participant's account balance under the Plan in existence at the time the
amendment is made, and provided further that no amendment shall be made after a
change in control that would adversely affect the vesting, calculation or
payment of benefits under the Plan or diminish any other rights or protections
any Participant has under the Plan (unless the Participant consents in writing
to such amendment).
Item 5 Interests of Named Experts and Counsel
The validity of the securities offered hereby has been passed upon for
the Registrant by George L. Mahoney, Esquire, General Counsel of the Registrant.
As of December 21, 1998, Mr. Mahoney beneficially owned an aggregate of 10,816
shares of the Registrant's Class A Common Stock.
Item 6 Indemnification of Directors and Officers
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer.
Article IV of the Registrant's Restated Articles of Incorporation
provides that the Registrant shall indemnify each of its directors and officers,
and the directors and officers of its subsidiaries, against liabilities incurred
in connection with any actual or threatened suit or proceeding to which such
director or officer was a party by reason of his being or having been a director
or officer, except in circumstances where such director or officer is adjudged
liable because of willful misconduct, bad faith, gross negligence or reckless
disregard of the duties of such person's office. In the event of the
satisfaction of a judgment or fine in any proceeding in which no determination
is made as to any of the foregoing types of misfeasance, or in the event of a
settlement or other disposition of a proceeding, the Registrant shall indemnify
the subject director or officer against payments made or obligations incurred
(including reasonable attorneys' fees, costs and expenses) if a disinterested
majority of the Board of Directors (acting in certain cases upon the written
advice of counsel) find that such director or officer had no liability by reason
of misfeasance and the payments sought are reasonable.
In addition, the Registrant shall pay for or reimburse the reasonable
expenses of any such director or officer incurred by reason of his being a party
to a proceeding if the director or officer furnishes a statement to the
Registrant stating his good faith belief that he has met the standard of conduct
that would entitle him to indemnification under Article IV and such statement
includes an
II-3
<PAGE>
undertaking to repay any advance if it is ultimately determined that he did not
meet the required standard of conduct. The Registrant carries directors' and
officers' liability insurance.
Item 7 Exemption from Registration Claimed
Not applicable.
Item 8 Exhibits
The following exhibits are filed on behalf of the Registrant as part of
this Registration Statement:
4.1 Restated Articles of Incorporation of Media General, Inc.,
incorporated by reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1989, File No. 1-6383.
4.2 Bylaws of Media General, Inc., amended and restated as of July
31, 1997, incorporated by reference to Exhibit 3(ii) of the
Registrant's Form 10-Q for the period ended September 28,
1997, File No. 1-6383.
4.3 Media General, Inc. Deferred Compensation Plan.*
5.1 Opinion of George L. Mahoney, Esquire.*
23.1 Consent of George L. Mahoney (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
--------------
*Filed herewith
Item 9 Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement; and
II-4
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof;
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, Commonwealth of Virginia, on this 22nd
day of December, 1998.
MEDIA GENERAL, INC.
By: /s/ J. Stewart Bryan III
----------------------------------------------
J. Stewart Bryan III
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Marshall N. Morton and George
L. Mahoney, either of whom may act individually, as attorneys-in-fact and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
(including post-effective amendments) to this Registration Statement, with any
exhibits thereto, and any other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of securities covered hereby,
with full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ J. Stewart Bryan III Chairman, President and December 22, 1998
- ------------------------------------------- Chief Executive Officer and Director
J. Stewart Bryan III (Principal Executive Officer)
/s/ Marshall N. Morton Senior Vice President and December 22, 1998
- ------------------------------------------- Chief Financial Officer and Director
Marshall N. Morton (Principal Financial Officer)
/s/ Stephen Y. Dickinson Controller December 22, 1998
- ------------------------------------------- (Principal Accounting Officer)
Stephen Y. Dickinson
<PAGE>
Director December __, 1998
- -------------------------------------------
Charles A. Davis
Director December __, 1998
- -------------------------------------------
Robert V. Hatcher, Jr.
/s/ John G. Medlin, Jr. Director December 22, 1998
- -------------------------------------------
John G. Medlin, Jr.
/s/ Robert P. Black Director December 22, 1998
- -------------------------------------------
Robert P. Black
Director December __, 1998
- -------------------------------------------
Roger H. Mudd
/s/ Wyndham Robertson Director December 22, 1998
- -------------------------------------------
Wyndham Robertson
Director December __, 1998
- -------------------------------------------
Henry L. Valentine, II
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
4.1 Restated Articles of Incorporation of Media General, Inc.,
incorporated by reference to Exhibit 3.1 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1989, File No. 1-6383.
4.2 Bylaws of Media General, Inc., amended and restated as of July
31, 1997, incorporated by reference to Exhibit 3(ii) of the
Registrant's Form 10-Q for the period ended September 28, 1997,
File No. 1-6383.
4.3 Media General, Inc. Deferred Compensation Plan.*
5.1 Opinion of George L. Mahoney, Esquire.*
23.1 Consent of George L. Mahoney (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.*
24 Powers of Attorney (included on Signature Page).*
- --------------
*Filed herewith
Exhibit 4.3
MEDIA GENERAL, INC.
DEFERRED COMPENSATION PLAN ("Plan")
Amended and Restated as of January 1, 1999
Purpose
This Plan document amends and restates in its entirety the Media
General, Inc. Deferred Compensation Plan, as previously amended and restated as
of November 17, 1994. This Plan is maintained for the purpose of providing
Participants an opportunity to defer compensation that would otherwise be
currently payable to such Participants. This Plan is intended to be an unfunded
plan maintained primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees within the meaning
of Title I of the Employee Income Retirement Security Act of 1974, as amended.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the meanings indicated:
1.1 "Account Balance" shall mean as of any given measurement date called
for under the Plan the balance of the Participant's Deferral
Contribution Account, adjusted to reflect all applicable Investment
Adjustments and all prior withdrawals and distributions, in accordance
with Article 3 of the Plan.
1.2 "Administrator" shall mean the Company acting as plan administrator,
subject to oversight and direction by the Committee. References to the
"Administrator" herein shall be deemed to include the Committee where
the context requires.
1.3 "Base Annual Salary" shall mean the base annual compensation payable to
a Participant by an Employer for services rendered during a Plan Year,
(i) excluding Bonus, commissions, director fees or other additional
incentives or awards payable to the Participant, but (ii) before
reduction for any Elective Deductions.
1.4 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated by the Participant in accordance with Article 10,
to receive the Participant's undistributed Account Balance, in the
event of the Participant's death.
1.5 "Beneficiary Designation Form" shall mean the document which shall be
used by the Participant to designate his Beneficiary for the Plan.
<PAGE>
1.6 "Benefit Distribution Date" shall mean the date distribution of the
Participant's Account Balance is triggered and it shall be deemed to
occur as of the date on which the Participant's employment terminates
for any reason whatsoever, including but not limited to death,
Disability or any other reason. Notwithstanding the language of the
prior sentence, if the Participant's employment terminates due to his
Retirement, his Benefit Distribution Date shall be deemed to occur as
of the January 1st immediately following such Participant's Retirement
or on one of the next two (2) successive January 1st, as elected in
advance by the Participant on his Benefit Distribution Form. Upon a
Benefit Distribution Date triggered due to: (i) a Termination of
Employment (including a Constructive Termination), as such term is
defined in Section 1.36 (or 1.14), the Participant's Account Balance
shall be payable pursuant to Article 6; (ii) a Retirement, as such term
is defined in Section 1.33, the Participant's Account Balance shall be
payable pursuant to Article 7; (iii) a pre-retirement death, the
Participant's Account Balance shall be payable pursuant to Article 8;
and (iv) a Disability as such term is defined in Section 1.17, the
Participant's Account Balance shall be payable pursuant to Article 9.
1.7 "Benefit Distribution Form" shall mean the document, executed by the
Participant, which specifies the manner in which the Participant shall
have his Account Balance attributable to each Plan Year distributed
commencing on his Benefit Distribution Date. The Participant shall be
entitled to make an election to have his Account Balance distributed in
the form of a lump sum or in annual payments over a period of up to 20
years, in the event a Retirement Benefit is due and payable under the
terms of the Plan. The Participant shall be entitled to make one
election to have his Account Balance distributed in the form of a lump
sum or in annual payments over a period of up to ten (10) years, in the
event any of the following benefits are due and payable under the terms
of the Plan: (i) a Termination Benefit pursuant to Article 6, (ii) a
Pre-Retirement Death Benefit pursuant to Article 8 or (iii) a
Disability Benefit pursuant to Article 9. The Benefit Distribution Form
must be provided to the Administrator along with all other Enrollment
Forms, pursuant to Article 2, prior to participating in the Plan.
Notwithstanding the prior language of this Section, the Participant may
submit a subsequent Benefit Distribution Form in order to change the
form of distribution, provided however, such form shall be effective
only if (i) it is submitted at least thirteen (13) months prior the
Participant's actual Benefit Distribution Date and (ii) it is approved
by the Administrator, in its sole discretion.
1.8 "Board" shall mean the board of directors of the Company.
1.9 "Bonus" shall mean the amounts payable to a Participant during a Plan
Year under any bonus or incentive plan or arrangement sponsored by an
Employer, before reduction for any Elective Deductions, but excluding
commissions, stock-related awards and other non-monetary incentives.
2
<PAGE>
1.10 "Change in Control" shall mean the earliest to occur of the following
events:
(a) The consummation of any transaction or series of transactions
as a result of which any "Person" (as the term person is used
for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) other
than an "Excluded Person" (as hereinafter defined) has or
obtains ownership or control, directly or indirectly, of fifty
percent (50%) or more of the combined voting power of either
(i) all securities or (ii) the Class B Common Stock of the
Company or any successor or surviving corporation of any
merger, consolidation or reorganization involving the Company
(the "Voting Securities"). The term "Excluded Person" means
any one or more of the following: (i) the Company or any
majority-owned subsidiary of the Company, (ii) an employee
benefit plan (or a trust forming a part thereof) maintained by
(A) the Company or (B) any majority-owned subsidiary of the
Company, (iii) any Person who as of the initial effective date
of this Plan owned or controlled, directly or indirectly, ten
percent (10%) or more of the then outstanding Voting
Securities, or any individual, entity or group that was part
of such a Person;
(b) A merger, consolidation or reorganization involving the
Company as a result of which the holders of Voting Securities
immediately before such merger, consolidation or
reorganization do not immediately following such merger,
consolidation or reorganization own or control, directly or
indirectly, at least fifty percent (50%) of the Voting
Securities in substantially the same proportion as their
ownership or control of the Voting Securities immediately
before such merger, consolidation or reorganization; or
(c) The sale or other disposition of all or substantially all of
the assets of the Company to any Person (other than a transfer
to a majority-owned subsidiary of the Company).
1.11 "Claimant" shall mean the person or persons described in Section 14.1
who apply for benefits or amounts that may be payable under the Plan.
1.12 "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations and other authority issued thereunder by the
appropriate governmental authority. References to the Code shall
include references to any successor section or provision of the Code.
1.13 "Committee" shall mean the Compensation Committee of the Board.
1.14 "Company" shall mean Media General, Inc., a Virginia corporation, and
any successor or assigns.
3
<PAGE>
1.15 "Constructive Termination" of the Participant's employment with the
Employer shall be deemed to occur for purposes of this Plan if, during
the six (6) months preceding a Change of Control or during the two (2)
years following a Change in Control the following occurs: (i) a
diminution in the Participant's status, title, position or
responsibilities, or an assignment to the Participant of duties
inconsistent with the Participant's status, title or position, for
reasons other than for cause or (ii) a material reduction in the
Participant's aggregate annualized compensation rate solely as a result
of a change adopted unilaterally by the Company or Employer.
1.16 "Deferral Contribution" shall mean the aggregate amount of Base Annual
Salary or Bonus deferred by a Participant during a given Plan Year in
accordance with the terms of the Plan and the Participant's Election
Form, and "credited" to the Participant's Deferral Contribution
Account. Deferral Contributions shall be deemed to be made to the Plan
by the Participant on the date the Participant would have received such
compensation had it not been deferred pursuant to the Plan. In
addition, the term "Deferral Contribution" shall include the
Participant's accumulated Account Balance (if any) from the predecessor
deferral Plan. The Deferral Contribution attributable to and
accumulated by the Participant under the predecessor deferral plan
shall be deemed to be made to the Plan as of the first day of the first
Plan Year following implementation.
1.17 "Deferral Contribution Account" shall mean a Participant's aggregate
Deferral Contributions, as well as any appreciation (or depreciation)
specifically attributable to such Deferral Contributions due to
Investment Adjustments, reduced to reflect all prior distributions and
withdrawals. The Deferral Contribution Account shall be utilized solely
as a device for the measurement of amounts to be paid to the
Participant under the Plan. The Deferral Contribution Account shall not
constitute or be treated as an escrow, trust fund, or any other type of
funded account for Code or ERISA purposes and, moreover, contingent
amounts credited thereto shall not be considered "plan assets" for
ERISA purposes. The Deferral Contribution Account merely provides a
record of the bookkeeping entries relating to the contingent benefits
that the Employer intends to provide Participant and shall thus reflect
a mere unsecured promise to pay such amounts in the future.
1.18 "Disability" shall mean a period of disability, commencing on the date
a Participant qualifies for total permanent disability benefits under
his Employer's long-term disability plan, or, if a Participant does not
participate in such a plan, commencing on the date the Participant
would have qualified for total permanent disability benefits had the
Participant been a participant in such a plan, as determined in the
sole discretion of the Administrator. If the Participant's Employer
does not sponsor such a plan, or discontinues to sponsor such a plan,
Disability shall be determined by the Administrator in its sole
discretion.
1.19 "Disability Benefit" shall mean the benefit set forth in Article 9.
4
<PAGE>
1.20 "Election Form" shall mean the document required by the Administrator
to be submitted by a Participant, on a timely basis, which specifies
(i) the amount of Base Annual Salary and/or Bonus the Participant has
elected to defer with respect to a given Plan Year and (ii) the portion
(if any) which shall be distributable upon an Interim Distribution Date
rather than upon the Benefit Distribution Date. An Election Form shall
continue to be effective until the earlier of (i) the end of the Plan
Year to which it relates or (ii) the effective date of a subsequent
Election Form, which has been filed in a timely manner with respect to
the same Plan Year, in accordance with the deadlines and procedures
established by the Administrator. An Election Form must have an
effective date concurrent with the beginning of the Plan Year or any
Plan quarter (January 1, April 1, July 1, or October 1). An Election
Form shall only be effective with respect to: (i) Base Annual Salary
which shall be earned after the effective date of the Election Form
and/or (ii) Bonus not yet payable or declared by the Employer as of the
effective date of such Election Form. In the event a Participant fails
to submit an Election Form properly or fails to submit such form on a
timely basis, Participant shall not make Deferral Contributions during
the affected period.
1.21 "Elective Deductions" shall mean those deductions from a Participant's
Base Annual Salary or Bonus for amounts voluntarily deferred or
contributed by the Participant pursuant to any qualified or
non-qualified deferred compensation plan, including, without
limitation, amounts deferred pursuant to Code Section 125, 402(e)(3)
and 402(h), provided, however, that all such amounts would have been
payable to the Participant in cash had there been no such deferral.
1.22 "Employer" shall mean the Company and/or any of its subsidiaries (now
in existence or hereafter formed or acquired) that (i) have been
selected by the Board to participate in the Plan and (ii) have
affirmatively adopted the Plan.
1.23 "Enrollment Forms" shall mean the initial Election Form, the Benefit
Distribution Form and any other forms or documents which may be
required of a Participant by the Administrator, in its sole discretion,
prior to and as a condition of participating in the Plan.
1.24 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the regulations and other authority issued thereunder
by the appropriate governmental authority. References herein to any
section of ERISA shall include references to any successor section or
provision of ERISA.
1.25 "Financial Emergency" shall mean an unforeseen emergency and severe
financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, a loss of the Participant's property due to casualty, or
such other extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the
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Participant. The circumstances that will constitute an unforeseeable
emergency will be determined by the Administrator in its sole
discretion and will depend upon the facts of each case, however, a
Financial Emergency shall not be deemed to exist to the extent that
such hardship is or may be relieved
(i) through reimbursement or compensation by insurance or
otherwise,
(ii) by liquidation or the Participant's assets, to the
extent the liquidation of such assets would not
itself cause severe financial hardship, or
(iii) by cessation of Deferral Contributions under the
Plan.
By way of example, the need to send a Participant's child to college or
the desire to purchase a home would not be considered a Financial
Emergency. As a further example, a Financial Emergency that may be
relieved by cessation of Deferral Contributions will be considered to
be a Financial Emergency until such time as it is relieved by cessation
of Deferral Contributions or by other means.
1.26 "Hypothetical Investment" shall mean an investment fund or benchmark
made available to Participants by the Administrator for purposes of
valuing amounts contributed to the Plan.
1.27 "Interim Distribution Date" shall mean the January 1 of any calendar
year, selected by the Participant, during which the designated portion
of the Deferral Contributions (as well as any appreciation or
depreciation of such amounts due to Investment Adjustments)
attributable to a given Plan Year shall be distributed in a lump sum
payment, prior to such Participant's Benefit Distribution Date.
Notwithstanding the prior sentence, in no event shall a Participant be
permitted to select a January 1 which is less than four (4) years from
the beginning of the Plan Year during which the Deferral Contributions,
subject to the Interim Distribution Date, were made to the Plan.
1.28 "Investment Adjustment(s)" shall mean any appreciation credited to (as
income or gains) or depreciation deducted from (as losses) a
Participant's Deferral Contribution Account, periodically, in
accordance with such Participant's selection of Hypothetical
Investments pursuant to the Participant's Investment Re-Allocation
Form(s) and/or Investment Allocation Form(s).
1.29 "Investment Allocation Form" (i) shall apply with respect to those
Deferral Contributions made to the Plan after the effective date of the
Investment Allocation Form but prior to the timely filing of a
subsequent Investment Allocation Form and (ii) shall determine the
manner in which such Deferral Contributions shall be initially
allocated by the Participant among the various Hypothetical Investments
within the Plan. A new Investment Allocation Form
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may be submitted by the Participant at the beginning of each month,
provided that such new Investment Allocation Form is submitted in a
timely manner. An Investment Allocation Form shall be deemed timely if
submitted to the Administrator at least ten (10) business days prior to
the beginning of the applicable month.
1.30 "Investment Re-allocation Form" shall re-direct the manner in which
earlier Deferral Contributions, as well as any appreciation (or
depreciation) to-date, are invested within the Hypothetical Investments
available in the Plan. An Investment Re-Allocation Form may be
submitted by the Participant at the beginning of each month with
respect to the balance of the Deferral Contribution Account at such
time, provided that such Investment Re-Allocation Form is submitted on
a timely basis. An Investment Re-Allocation Form shall be deemed timely
if submitted to the Administrator at least ten (10) business days prior
to the beginning of the applicable month.
1.31 "Participant" shall mean any employee (i) who is selected to
participate in the Plan in accordance with Section 2.1, (ii) who elects
to participate in the Plan, (iii) who signs the applicable Enrollment
Forms (and other forms required by the Administrator) on a timely
basis, and (iv) whose signed Enrollment Forms (and other required
forms) are accepted by the Administrator.
1.32 "Plan" shall mean the Media General, Inc., Deferred Compensation Plan,
which shall be evidenced by this instrument and by each Enrollment
Form, as they may be amended from time to time.
1.33 "Plan Year" shall mean the initial period beginning on January 1, 1999,
and ending on December 31, 1999. Thereafter, the term "Plan Year" shall
mean the period beginning on January 1 of each year and ending December
31. Accordingly, Plan quarters shall commence on January 1, April 1,
July 1 and October 1 of each year.
1.34 "Retirement," "Retires" or "Retired" shall mean, with respect to an
Employee, severance from employment from the Employer(s) for any reason
other than an authorized leave of absence, Disability, or death, on or
after (i) the attainment of age sixty-five (65) or (ii) the attainment
of both age fifty-five (55) and five (5) Years of Service.
1.35 "Retirement Benefit" shall mean the benefit set forth in Article 7.
1.36 "Termination Benefit" shall mean the benefit set forth in Article 6.
1.37 "Termination of Employment" shall mean the voluntary or involuntary
severing of employment, with any and all Employers, for any reason
other than Retirement, Disability, or death.
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1.38 "Years of Service" shall mean the total number of twelve (12) month
periods during which a Participant has been continuously employed by
one or more Employers
ARTICLE 2
Eligibility, Selection, Enrollment
2.1 Eligibility, Selection by Administrator. Those employees who are (i)
determined by the Company (or Employer, as applicable) to be includable
in a select group of management or highly compensated employees of the
Company (or Employer, as applicable), (ii) specifically chosen by the
Company (or Employer, as applicable) to participate in the Plan, and
(iii) approved for such participation by the Administrator, in its sole
discretion, shall be eligible to participate in the Plan subject to the
enrollment requirements described in Section 2.2.
2.2 Enrollment Requirements. Each employee deemed eligible to participate
in the Plan pursuant to Section 2.1, shall, as a condition to
participating in the Plan, complete and return to the Administrator all
of the required Enrollment Forms, on a timely basis. In addition, the
Administrator shall in its sole discretion, establish such other
enrollment requirements necessary for continued participation in the
Plan.
2.3 Commencement of Participants. Provided a Participant has met all
enrollment requirements set forth in this Plan and required by the
Administrator, including returning the Enrollment Forms and other
required documents to the Administrator within the specified time
period, the Participant's participation shall commence as of the date
established by the Administrator in its sole discretion. If a
Participant fails to meet all such requirements within the specified
time period with respect to any Plan quarter, the Participant shall not
be eligible to participate during that Plan quarter.
ARTICLE 3
Deferral Contributions, Investment Adjustments, Taxes and Vesting
3.1 Deferral Contributions.
(a) Election to Defer. A Participant may make an election to defer
the receipt of amounts payable to the Participant, in the form
of Base Annual Salary or Bonus, with respect to any Plan Year
(or Plan quarter, as applicable). The Participant's intent to
defer shall be evidenced by an Election Form, which has been
completed and submitted to the Administrator in accordance
with such procedures and time frames as may be established by
the Administrator in its sole discretion. Amounts deferred by
a Participant
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with respect to a given Plan Year shall be referred to
collectively as a Deferral Contribution and shall be credited
to a Deferral Contribution Account established in the name of
the Participant.
(b) Components of Deferral Contributions.
(i) Base Annual Salary. A Participant may designate a
fixed dollar amount to be deducted from his Base
Annual Salary. Such amount shall be withheld, in
substantially equal installments, from each regularly
scheduled payment of Base Annual Salary.
(ii) Bonus. A Participant may designate a fixed dollar
amount or a percentage to be deducted from his Bonus.
If a fixed dollar amount is designated by the
Participant to be deducted from any Bonus payment and
such fixed dollar amount exceeds the Bonus actually
payable to the Participant, the entire amount of such
Bonus shall be withheld.
(c) Minimum Deferral.
(i) Minimum. During any Plan Year the Administrator may
permit a Participant to elect to defer, pursuant to
an Election Form, Base Annual Salary and/or Bonus in
a minimum amount of $4,000. If an Election Form is
submitted which would yield less than the stated
minimum amount, the amount deferred shall be zero.
(ii) Short Plan Year. If an Employee first becomes a
Participant after the first day of any Plan Year, the
minimum deferral amount shall be an amount equal to
the minimum set forth above, multiplied by a
fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the
denominator of which is 12:
(d) Maximum Deferral. For any given Plan Year the Administrator
may permit a Participant to defer, pursuant to an Election
Form, one or more of the following forms of compensation up to
the following maximum percentages:
Maximum
Deferral Percentage
Base Annual Salary 80%
Bonus 100%
3.2 Selection of Hypothetical Investments. The Participant shall, via his
Investment Allocation Form(s), as more fully described in Section 1.29,
and his Investment
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Re-Allocation Form(s), as more fully described in Section 1.30, select
one or more Hypothetical Investments among which his various
contributions shall be distributed. At the beginning of each Plan Year,
the Administrator shall provide the Participant with a list of
Hypothetical Investments available. From time to time, in the sole
discretion of the Administrator, the Hypothetical Investments available
within the Plan may be revised. All Hypothetical Investment selections
must be denominated in whole percentages unless the Administrator
determines that lower increments are acceptable. A Participant may make
changes in his selected Hypothetical Investments on a monthly basis via
submission of a new Investment Allocation Form, as described in and
subject to the language of Section 1.29 or submission of a new
Investment Re-Allocation Form, as described in and subject to the
language of Section 1.30.
3.3 Adjustment of Participant Accounts. While a Participant's accounts do
not represent the Participant's ownership of, or any ownership interest
in, any particular assets, the Participant's accounts shall be
adjusted, periodically, in accordance with the Hypothetical
Investment(s) chosen by the Participant on his (i) Investment
Allocation Form or (ii) Investment Re-Allocation Form, subject to the
conditions and procedures set forth herein or established by the
Administrator from time to time. Any cash earnings generated under an
Hypothetical Investment (such as interest and cash dividends and
distributions) shall, at the Administrator's sole discretion, either be
deemed to be reinvested in that Hypothetical Investment or reinvested
in one or more other Hypothetical Investment(s) designated by the
Administrator. All notional acquisitions and dispositions of
Hypothetical Investments which occur within a Participant's accounts,
pursuant to the terms of the Plan, shall be deemed to occur at such
times as the Administrator shall determine to be administratively
feasible in its sole discretion and the Participant's accounts shall be
adjusted accordingly. Accordingly, if a distribution or re-allocation
must occur pursuant to the terms of the Plan and all or some portion of
the Account Balance must be valued in connection such distribution or
re-allocation (to reflect Investment Adjustments), the Administrator
may in its sole discretion, unless otherwise provided for in the Plan,
select a date or dates which shall be used for valuation purposes.
Notwithstanding anything to the contrary, any Investment Adjustments
made to any Participants' accounts following a Change in Control shall
be made in a manner no less favorable to Participants than the
practices and procedures employed under the Plan, or as otherwise in
effect, as of the date of the Change in Control.
3.4 Withholding of Taxes.
(a) Annual Withholding from Compensation. For any Plan Year in
which Deferral Contributions are made to the Plan, the
Employer shall withhold the Participant's share of FICA and
other employment taxes from the portion of the Participant's
Base Annual Salary and/or Bonus not deferred. If deemed
appropriate by the Administrator, the Participant's Election
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Form may be reduced in certain instances where necessary to
facilitate compliance with applicable withholding
requirements. If a Participant elects to defer his entire
Bonus, the Employer shall withhold the Participant's share of
FICA and other employment taxes from such Bonus before giving
effect to the Participant's Election.
(b) Withholding from Benefit Distributions. The Participant's
Employer shall withhold from any payments made to a
Participant under this Plan all federal, state and local
income, employment and other taxes required to be withheld by
the Employer, in connection with such payments, in amounts and
in a manner to be determined in the sole discretion of the
Employer.
3.5 Vesting. The Participant shall at all times be one hundred percent
(100%) vested in all Deferral Contributions, as well as in any
appreciation (or depreciation) specifically attributable to such
contributions due to Investment Adjustments.
ARTICLE 4
Suspension of Deferrals
4.1 Financial Emergencies. If a Participant experiences a Financial
Emergency, the Participant may petition the Administrator to suspend
any deferrals required to be made by the Participant pursuant to his
current Election Form. The Administrator shall determine, in its sole
discretion, whether to approve the Participant's petition. If the
petition for a suspension is approved, suspension shall commence upon
the date of approval and shall continue until the earlier of (i) the
date the Participant's current Election Form ceases to be effective
(i.e., the end of the Plan quarter or Plan Year, as applicable) or (ii)
the date the Financial Emergency ceases to exist, as determined by the
Administrator in its sole discretion.
4.2 Disability. From and after the date that a Participant is deemed to
have suffered a Disability, as defined in Section 1.18, any current
Election Form of the Participant shall automatically be suspended and
no further deferrals shall be required to be made by the Participant
pursuant to his current Election Form.
4.3 Leave of Absence. If a Participant is authorized by the Participant's
Employer for any reason to take an unpaid leave of absence from the
employment of the Employer, the Participant's deferrals shall be
suspended until the earlier of (i) the date the leave of absence
expires or (i) the date the Participant returns to a paid employment
status. Upon such expiration or return, deferrals shall resume for the
remaining portion of the Plan Year in which the expiration or return
occurs, based on the Election Form, if any, made for that Plan Year. If
no election was made for that Plan Year, no deferral shall be withheld.
If a Participant is authorized by the Participant's Employer for any
reason to take a paid leave of absence from the employment of the
Employer, the Participant shall continue to be considered
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employed by the Employer and the appropriate amounts shall continue to
be withheld from the Participant's compensation pursuant to the
Participant's then current Election Form.
ARTICLE 5
Interim and Hardship Distributions
5.1 Interim Distributions. A Participant may make an advance election, at
the time he files any Election Form for a given Plan Year, to have
certain amounts payable from his Deferral Contribution Account at an
Interim Distribution Date designated by the Participant, instead of
payable at the Participant's Benefit Distribution Date. Such amount(s)
shall be measured on the applicable Interim Distribution Date and shall
be payable within thirty (30) days of such Interim Distribution Date.
The Participant's selection of an Interim Distribution Date must comply
with the language of Section 1.27. Notwithstanding a Participant's
advance election to designate an Interim Distribution Date or Dates,
the amounts which would otherwise be subject to such Interim
Distribution Date or Dates shall be distributable upon the
Participant's Benefit Distribution Date (pursuant to Article 6, 7, 8 or
9 as applicable), if such date occurs prior to any Interim Distribution
Date.
5.2 Withdrawal in the Event of a Financial Emergency. A Participant who
believes he has experienced a Financial Emergency may request in
writing a withdrawal of a portion of his accounts necessary to satisfy
the emergency. The Administrator shall determine, in its sole
discretion, (i) whether a Financial Emergency has occurred, (ii) the
amount reasonably required to satisfy the Financial Emergency as well
as (iii) the accounts from which the withdrawal shall be made;
provided, however, that the withdrawal shall not exceed the
Participant's Account Balance. In making any determinations under this
Section 5.2, the Administrator shall be guided by the prevailing
authorities under the Code. If, subject to the sole discretion of the
Administrator, the petition for a withdrawal is approved, the
distribution shall be made within sixty (60) days of the date of
approval by the Administrator.
ARTICLE 6
Termination Benefit
6.1 Termination Benefit. In the event the Participant's Benefit
Distribution Date is triggered due to his Termination of Employment (as
such term is defined in Section 1.37) or due to a Constructive
Termination (as such term is defined in Section 1.15), the Participant
shall receive a Termination Benefit and no other benefits shall be
payable under the Plan.
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6.2 Payment of Termination Benefit. The Termination Benefit shall be
payable in the form previously selected by the Participant, on his
Benefit Distribution Form, and shall commence (or be fully paid, in the
event a lump sum form of distribution) within sixty (60) days following
the occurrence of his Benefit Distribution Date. If installment
payments were chosen, the initial installment shall be based on the
value of the Participant's Account Balance, measured on his Benefit
Distribution Date and shall be equal to 1/n (where `n' is equal to the
total number of annual benefit payments not yet distributed).
Subsequent installment payments shall be computed in a consistent
fashion, with the measurement date being the anniversary of the
original measurement date.
6.3 Death Prior to Completion of Termination Benefit. If a Participant dies
after his Termination of Employment or Constructive Termination, as
applicable, but before the Termination Benefit has commenced or been
paid in full, the Participant's unpaid Account Balance shall be paid to
the Participant's Beneficiary in a lump sum, within sixty (60) days of
the Participant's death.
ARTICLE 7
Retirement Benefit
7.1 Retirement Benefit. In the event the Participant's Benefit Distribution
Date is triggered due to his Retirement (as such term is defined in
Section 1.34), the Participant shall receive the Retirement Benefit and
no other benefit shall be payable under the Plan.
7.2 Payment of Retirement Benefit. The Retirement Benefit shall be payable
in the form previously selected by the Participant, on his Benefit
Distribution Form, and shall commence on the January 1st (or be fully
paid, in the event a lump sum form of distribution) also previously
selected by the Participant via his Benefit Distribution Form. If
installment payments were chosen, the initial installment shall be
based on the value of the Participant's Account Balance, measured on
his selected Benefit Distribution Date and shall be equal to 1/n (where
`n' is equal to the total number of annual benefit payments not yet
distributed). Subsequent installment payments shall be computed in a
consistent fashion, with the measurement date being the anniversary of
the original measurement date.
7.3 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the Retirement Benefit has commenced or
been paid in full, the Participant's unpaid Retirement Benefit payments
shall be paid to the Participant's beneficiary in the same manner as
would have been paid to the Participant.
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ARTICLE 8
Pre-Retirement Death Benefit
8.1 Pre-Retirement Death Benefit. In the event the Participant's Benefit
Distribution Date is triggered due to his death during employment, the
Participant's Beneficiary shall receive the pre-retirement death
benefit described below and no other benefits shall be payable under
the Plan.
8.2 Payment of Pre-Retirement Death Benefit. The pre-retirement death
benefit shall be payable in the form previously selected by the
Participant, on his Benefit Distribution Form, and shall commence (or
be fully paid, in the event a lump sum form of distribution) within
sixty (60) days following the occurrence of his Benefit Distribution
Date. If installment payments were chosen, the initial installment
shall be based on the value of the Participant's Account Balance,
measured on his Benefit Distribution Date and shall be equal to 1/n
(where `n' is equal to the total number of annual benefit payments not
yet distributed). Subsequent installment payments shall be computed in
a consistent fashion, with the measurement date being the anniversary
of the original measurement date.
ARTICLE 9
Disability Benefit
9.1 Disability Benefit. In the event the Participant's Benefit Distribution
Date is triggered due to his Disability (as such term is defined in
Section 1.18), the Participant shall receive a Disability Benefit and
no other benefits shall be payable under the Plan. Notwithstanding the
prior sentence, if the Participant is otherwise eligible to Retire
pursuant to the terms of the Plan, he shall be paid a Retirement
Benefit in accordance with Article 7; Article 9 shall not be
controlling with respect to such Participant.
9.2 Payment of Disability Benefit. The Disability Benefit shall be payable
in the form previously selected by the Participant, on his Benefit
Distribution Form, and shall commence (or be fully paid, in the event a
lump sum form of distribution) within sixty (60) days following the
occurrence of his Benefit Distribution Date. If installment payments
were chosen, the initial installment shall be based on the value of the
Participant's Account Balance, measured on his Benefit Distribution
Date and shall be equal to 1/n (where `n' is equal to the total number
of annual benefit payments not yet distributed). Subsequent installment
payments shall be computed in a consistent fashion, with the
measurement date being the anniversary of the original measurement
date.
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9.3 Death Prior to Completion of Disability Benefit. If a Participant dies
after suffering a Disability but before the Disability Benefit has
commenced or been paid in full, the Participant's unpaid Account
Balance shall be paid to the Participant's Beneficiary in a lump sum,
within sixty (60) days of the Participant's death.
ARTICLE 10
Beneficiary Designation
10.1 Beneficiary. Each Participant shall have the right, at any time, to
designate a Beneficiary or Beneficiaries to receive, in the event of
the Participant's death, those benefits payable under the Plan. The
Beneficiary(ies) designated under this Plan may be the same as or
different from the Beneficiary designation made under any other plan of
the Employer.
10.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his Beneficiary by completing and signing a Beneficiary
Designation Form, and returning it to the Administrator or its
designated agent. A Participant shall have the right to change his
Beneficiary by completing, signing and submitting to the Administrator
a revised Beneficiary Designation Form in accordance with the
Administrator's rules and procedures, as in effect from time to time.
If the Participant names someone other than his spouse as a
Beneficiary, a spousal consent, in the form designated by the
Administrator, must be signed by that Participant's spouse and returned
to the Administrator. Upon acknowledgement by the Administrator of a
revised Beneficiary Designation Form, all Beneficiary designations
previously filed shall be deemed canceled. The Administrator shall be
entitled to rely on the last Beneficiary Designation Form both (i)
filed by the Participant and (ii) acknowledged by the Administrator,
prior to his death.
10.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Administrator or its designated agent.
10.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided above or, if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the Participant's designated Beneficiary
shall be deemed to be the Participant's estate.
10.5 Doubt as to Beneficiary. If the Administrator has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Administrator shall have the right, exercisable in its discretion, to
cause the Participant's Employer to withhold such payments until this
matter is resolved to the Administrator's satisfaction.
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10.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Administrator from all further obligations under this Plan with respect
to the Participant.
ARTICLE 11
Termination, Amendment or Modification
11.1 Termination. Although the Employers anticipate that they will continue
the Plan for an indefinite period of time, there is no guarantee that
any Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, each Employer reserves the right
to discontinue its sponsorship of the Plan and to terminate the Plan,
at any time, with respect to its participating Employees by action of
its board of directors. Upon the termination of the Plan with respect
to any Employer, all amounts credited to each of the Participant
accounts shall be paid to the Participant or, in the case of the
Participant's death, to the Participant's Beneficiary, in a lump sum
notwithstanding any elections made by the Participant.
11.2 Amendment. The Company may, at any time, amend or modify the Plan in
whole or in part with respect to any or all Employers by the actions of
the Board; provided, however, that (i) no amendment or modification
shall be effective to decrease or restrict the value of a Participant's
Account Balance in existence at the time the amendment or modification
is made, calculated as if the Participant had experienced a Termination
of Employment as of the effective date of the amendment or
modification, or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, calculated as
if the Participant had Retired as of the effective date of the
amendment or modification, and (ii) no amendment or modification shall
be made after a Change in Control which adversely affects the vesting,
calculation or payment of benefits hereunder or diminishes any other
rights or protections any Participant or Beneficiary would have had,
but for such amendment or modification, unless each affected
Participant or Beneficiary consents in writing to such amendment.
11.3 Effect of Payment. The full payment of the applicable benefit under the
provisions of the Plan shall completely discharge all obligations to a
Participant and his designated Beneficiaries under this Plan.
ARTICLE 12
Administration
12.1 Administrator Duties. This Plan shall be administered by the
Administrator as defined in Section 1.2. The Administrator also shall
have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and
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regulations for the administration of this Plan and (ii) decide or
resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. When making a determination
or calculation, the Administrator shall be entitled to rely on
information furnished by a Participant or the Company.
12.2 Agents. In the administration of this Plan, the Administrator may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may
be counsel to any Employer.
12.3 Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Plan and rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in the
Plan.
12.4 Indemnity of Administrator and Committee. All Employers shall indemnify
and hold harmless the Administrator and members of the Committee, and
any Employee to whom duties of the Administrator may be delegated,
against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this Plan,
except in case of willful misconduct by the Committee or any of its
members or any such employee.
12.5 Employer Information. To enable the Administrator to perform its
functions, each Employer shall supply full and timely information to
the Administrator on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Administrator may reasonably require.
ARTICLE 13
Other Benefits and Agreements
The benefits provided for a Participant and Participant's Beneficiary
under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Participant's
Employer. The Plan shall supplement and shall not supersede, modify or amend any
other such plan or programs except as may otherwise be expressly provided.
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ARTICLE 14
Claims Procedures
14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Administrator a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant. The claim
must state with particularity the determination desired by the
Claimant. All other claims must be made within one hundred eighty (180)
days of the date on which the event that caused the claim to arise
occurred. The claim must state with particularity the determination
desired by the Claimant.
14.2 Notification of Decision. The Administrator shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in
writing:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Administrator has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination,
and such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim,
or any part of it;
(ii) specific reference(s) to pertinent provisions of the
Plan upon which such denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect the
claim, and an explanation of why such material or
information is necessary; and
(iv) an explanation of the claim review procedure set
forth in Section 14.3 below.
14.3 Review of a Denied Claim. Within sixty (60) days after receiving a
notice from the Administrator that a claim has been denied, in whole or
in part, a Claimant (or the Claimant's duly authorized representative)
may file with the Administrator a written request for a review of the
denial of the claim. Thereafter, but not later than thirty (30) days
after the review procedure began, the Claimant (or the Claimant's duly
authorized representative):
(a) may review pertinent documents;
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(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Administrator, in its sole
discretion, may grant.
14.4 Decision on Review. The Administrator shall render its decision on
review promptly, and not later than sixty (60) days after the filing of
a written request for review of the denial, unless a hearing is held or
other special circumstances require additional time, in which case the
Administrator's decision must be rendered within one hundred twenty
(120) days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon
which the decision was based; and
(c) such other matters as the Administrator deems relevant.
ARTICLE 15
Trust
15.1 Establishment of the Trust. The Company may establish one or more
Trusts to which the Employers may transfer such assets as the Employers
determine in their sole discretion to assist in meeting their
obligations under the Plan.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
shall govern the rights of a Participant to receive distributions
pursuant to the Plan. The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust.
15.3 Distributions From the Trust. Each Employer's obligations under the
Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the
Employer's obligations under this Agreement.
ARTICLE 16
Miscellaneous
16.1 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employee" within the meaning of
19
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ERISA. The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent. All Participant
accounts and all credits and other adjustments to such Participant
accounts shall be bookkeeping entries only and shall be utilized solely
as a device for the measurement and determination of amounts to be paid
under the Plan. No Participant accounts, credits or other adjustments
under the Plan shall be interpreted as an indication that any benefits
under the Plan are in any way funded.
16.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets, shall be, and remain, the general, unpledged
unrestricted assets of the Employer. Any Employer's obligation under
the Plan shall be merely that of an unfunded and unsecured promise to
pay money in the future.
16.3 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by the Plan. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided
in the Plan.
16.4 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in actual receipt, the amount, if any, payable hereunder, or any
part thereof, which are, and all rights to which are expressly declared
to be, unassignable and non-transferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owned by a Participant or
any other person, be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or
otherwise.
16.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, or no reason, with or without cause, and with or
without notice, except as otherwise provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer as an Employee
or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
16.6 Furnishing Information. A Participant or his Beneficiary will cooperate
with the Administrator by furnishing any and all information requested
by the Administrator and take such other actions as may be requested in
order to facilitate the
20
<PAGE>
administration of the Plan and the payments of benefits hereunder,
including but not limited to taking such physical examinations as the
Administrator may deem necessary.
16.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
16.8 Captions. The captions of the articles, sections or paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the
Commonwealth of Virginia without regard to its conflicts of laws
principles.
16.10 Notice. Any notice or filing required or permitted to be given to the
Administrator under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
Attn: Treasurer
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Participant.
16.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.
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16.13 Incompetent. If the Administrator determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of
that person's property, the Administrator may direct payment of such
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The
Administrator may require proof of minority, incompetence, incapacity
or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the
account of the Participant and the Participant's Beneficiary, as the
case may be, and shall be a complete discharge of any liability under
the Plan for such payment amount.
16.14 Distribution in the Event of Taxation. If, for any reason, all or any
portion of a Participant's benefit under this Plan becomes taxable to
the Participant prior to a receipt, a Participant may petition the
Administrator or the trustee of the Trust, as applicable, for a
distribution of that portion of his benefit that has become taxable.
Upon the grant of such a petition, which grant shall not be
unreasonably withheld, a Participant's Employer shall distribute to the
Participant immediately, funds in an amount equal to the taxable
portion of his benefit (which amount shall not exceed a Participant's
unpaid Account Balance under the Plan). If the petition is granted, the
tax liability distribution shall be made within ninety (90) days of the
date when the Participant's petition is granted. Such a distribution
shall affect and reduce the benefits to be paid under this Plan.
16.15 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. The Employers or the trustee of
the Trust, as the case may be, shall be the sole owner and beneficiary
of any such insurance. The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the
Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for
insurance.
IN WITNESS WHEREOF, the Company has signed this Plan document as of
December 22, 1998.
MEDIA GENERAL, INC., a Virginia corporation
By: /s/ J. Stewart Bryan III
----------------------------------------
Name: J. Stewart Bryan III
--------------------------------------
(printed name)
Title: Chairman, President and
-------------------------------------
Chief Executive Officer
-------------------------------------
22
Exhibits 5.1 and 23.1
[MEDIA GENERAL LETTERHEAD]
December 22, 1998
Board of Directors
Media General, Inc.
333 East Franklin Street
Richmond, Virginia 23219
Re: Media General, Inc. Deferred Compensation Plan
Lady and Gentlemen:
This letter is delivered to you in connection with the actions taken
and proposed to be taken by Media General, Inc., a Virginia corporation (the
"Company"), with respect to the offer and sale from time to time pursuant to the
Media General, Inc. Deferred Compensation Plan (the "Plan"), of up to
$30,000,000 of unsecured obligations of the Company to pay deferred compensation
in the future in accordance with the terms of the Plan (the "Deferred
Compensation Obligations"). I have reviewed the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Deferred
Compensation Obligations under the Securities Act of 1933, as amended.
In this regard, I have examined the Restated Articles of Incorporation
and Bylaws of the Company, records of proceedings of the Board of Directors of
the Company, the Plan and such other records and documents as I have deemed
necessary or advisable in connection with the opinions set forth herein.
Based upon my examination, I am of the opinion that the Deferred
Compensation Obligations, when issued pursuant to the terms and conditions of
the Plan, will be legal, valid and binding obligations of the Company. The
foregoing opinion is limited to the laws of the Commonwealth of Virginia, and I
express no opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ George L. Mahoney
George L. Mahoney
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Media General, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Media General, Inc. Deferred Compensation Plan of our
reports dated January 26, 1998, with respect to the consolidated financial
statements of Media General, Inc., incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 28, 1997 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
December 21, 1998
