Exhibit 10.1


HEARST-ARGYLE TELEVISION, INC.

2004 LONG TERM INCENTIVE COMPENSATION PLAN1


WHEREAS,
Hearst-Argyle Television, Inc., a Delaware corporation, wishes to attract key
employees and Non-Employee Directors to the Company and its Subsidiaries and
induce key employees and Non-Employee Directors to remain with the Company and
its Subsidiaries, and encourage them to increase their efforts to make the
Company’s business more successful whether directly or through its Subsidiaries
(capitalized terms used in these recitals are, as required by the context,
defined below); and


WHEREAS,
the Hearst-Argyle Television, Inc. 2004 Long Term Incentive Compensation Plan
is designed to provide equity-based incentives to key employees and Non-Employee
Directors of the Company and its Subsidiaries. 
Awards under the Plan may be made to selected key employees and
Non-Employee Directors of the Company and its Subsidiaries in the form of
Incentive Stock Options, Non-Qualified Options and Shares of Restricted Stock.


1.             Plan Name and Purpose;
Effective Date.  The plan set
forth herein shall be known as the “Hearst-Argyle Television, Inc. 2004 Long
Term Incentive Compensation Plan” (hereinafter referred to as the “Plan”).  The purpose of the Plan is to provide equity
based incentives for key employees and Non-Employee Directors of the Company
and its Subsidiaries in order to aid the Company in retaining such key
employees and Non-Employee Directors, upon whose efforts the Company’s success
and future growth depends, and attracting other such employees and Non-Employee
Directors.  The effective date of the
Plan is April 1, 2004; provided, that, the Plan shall not be effective unless
and until it is approved by the shareholders of the Company.  The Plan shall terminate on, and no Award
shall be granted hereunder on or after, the 10-year anniversary of the earlier
of the approval of the Plan by (i) the Board or (ii) the shareholders of the
Company; provided, however, that the Board may at any time prior to that date
terminate the Plan.


2.             Administration.  The Plan shall be administered by the
Board.  Subject to the terms of the Plan,
the Board shall have plenary authority to determine the persons to whom Options
are to be granted, the number of Shares to be subject to each such Option, to
determine the terms and provisions of any Award Agreements made pursuant to the
Plan, to modify such Award Agreements, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.  For purposes of administration, the Board,
subject to the terms of the Plan, shall have plenary authority to establish
such rules and regulations, make such determinations and interpretations, and
take such other administrative actions as it deems necessary or advisable.  All determinations and interpretations made
by the Board shall be final, conclusive and binding on all persons, including
the Participants and their legal representatives and beneficiaries.


The Board, in its discretion, may at any time delegate any or all of
its authority, powers and discretion under the Plan to the Compensation
Committee of the Board or any sub-committee thereof, or another committee of
its choosing, and the Board in its discretion may retain or revest any or all
such authority, powers and discretion in itself at any time.  If the Board so chooses, it may seek the
recommendation of the Committee regarding the granting of any Award; however,
unless the Board elects otherwise, or as may otherwise be provided under the
charter of a Company Committee, the final determination regarding the amount
and terms and conditions of any Award shall rest with the Board.  If appointed, at least two members of the
Committee shall be Non-Employee Directors and at least two members shall, at
such times as the Company is subject to Section 162(m) of the Code (to the
extent relief from the limitation of Section 162(m) of the Code is sought with
respect to Awards), qualify as “outside directors” for purposes of
Section 162(m) of the Code.  To the
extent applicable, no member of the Committee may act as to matters under the
Plan specifically relating to such member. 
The Board shall designate one of the members of the Committee as its
Chairman.  The Committee shall hold its
meetings at such times and places as it may determine.  A majority of its members shall constitute a
quorum.  All determinations of the
Committee shall be made by a majority of its members.  Any decision or determination reduced to
writing and signed by all members of the Committee shall be as effective as if
it had been made by a majority vote at a Committee meeting duly called and
held.  The Committee may appoint a
secretary (who need not be a member of the Committee).  No member of the Committee shall be liable
for any act or omission with respect to his or her service on the Committee, if
he or she acts in good faith and in a manner he or she reasonably believes to
be in or not opposed to the best interests of the Company.


The Award Agreement shall contain such other terms, provisions and
conditions not inconsistent herewith as shall be determined by the Board.  In the event that any Award Agreement or
other agreement hereunder provides 






1 As amended
on September 22, 2004 and July 20, 2006.









 



(without regard to this sentence) for the obligation
of the Company or any affiliate thereof to purchase or repurchase Shares from a
Participant or any other person, then, notwithstanding the provisions of the
Award Agreement or such other agreement, such obligation shall not apply to the
extent that the purchase or repurchase would not be permitted under applicable
law.  The Participant shall take whatever
additional actions and execute whatever additional documents the Board may in
its reasonable judgment deem necessary or advisable in order to carry out or
effect the obligations or restrictions imposed on the Participant pursuant to
the express provisions of the Plan and the Award Agreement.


With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.  To the extent any provision of the Plan or
action by the Board fails to so comply, it shall be deemed null and void, to
the extent permitted by law.


Without limiting the generality of the Board’s discretion hereunder,
the Board may (subject to such considerations as may arise under Section 16 of
the Exchange Act, or under other corporate, securities or tax laws) apply the
following performance-based criteria applicable to Awards otherwise permitted
to be granted hereunder to take into account the provisions of Section 162(m)
of the Code:  (i) a percentage, or based upon the extent of
achievement of specified levels, of (x) the Company’s consolidated pre-tax or
after-tax earnings or earnings before interest, taxes, depreciation and
amortization, (y) the pre-tax or after tax earnings, or the earnings before
interest, taxes, depreciation and amortization, of any particular subsidiary,
division or other business unit of the Company or (z) changes (or the absence
of changes) in the per share or aggregate market price of the Common Stock, or
(ii) the extent of achievement of specified levels of revenues, earnings,
costs, broadcast cash flow, operating cash flow, return on assets, return on
equity, return on capital or return on investment with regard to the Company,
particular subsidiaries, divisions or other business units of the Company or
particular employees or groups of employees. 
Performance goals may be absolute amounts or percentages of amounts or
may be relative to the performance of other companies or of indexes.


3.             Shares Available Under the
Plan.  Subject to the
paragraphs below, and subject to adjustments as provided in Section 11, the
total number of Shares subject to Options granted under the Plan, and Shares of
Restricted Stock in the aggregate, may not exceed 3,600,000; provided, however,
that the total number of Shares of Restricted Stock granted under the Plan may
not exceed 500,000.  Shares distributed
under the Plan may be treasury shares or authorized but unissued Shares or
previously issued shares under the Plan. 
Any Shares that have been granted as Restricted Stock or that have been
reserved for distribution in payment for Options but are later forfeited or for
any other reason are not payable under the Plan may again be made the subject
of Awards under the Plan.


Subject to
adjustments pursuant to Section 11: (i) the maximum number of shares of stock
with respect to which any Options may be granted in any one year to any
Participant shall not exceed 500,000, and (ii) the maximum number of Shares of
Restricted Stock that may be granted in any one year to any Participant shall
not exceed 165,000.


Without limiting
the generality of the foregoing provisions of this Section 3 or the generality
of the provisions of any Section of the Plan, the Board may, at any time or
from time to time, and on such terms and conditions (that are consistent with
and not in contravention of the other provisions of the Plan) as the Board may,
in its sole discretion, determine, enter into agreements (or take other actions
with respect to Awards) for new or revised Awards containing terms (including
repriced exercise prices) more (or less) favorable than the outstanding Awards.


4.             Eligibility.   Awards under the Plan may be granted to key
employees and Non-Employee Directors of the Company or any Subsidiary.  In selecting persons to be granted Options,
the Board may take into consideration any factors it may deem relevant,
including its estimate of the person’s present and potential contributions to
the success of the Company and its Subsidiaries.


5.             Terms and Conditions of
Options.   The Board shall, in its discretion, prescribe
the terms and conditions of the Options to be granted hereunder, which terms
and conditions need not be the same in each case, subject to the following:


(a)   Award Agreement.
Each Option granted under the Plan shall be evidenced by a written Award
Agreement, in a form approved by the Board which shall contain such terms and
conditions as the Board 



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shall deem appropriate, which terms and conditions
need not be the same in each case, consistent with the terms of the Plan.


(b)    Option Price.  The price at which each Share covered by an
Option granted under the Plan may be purchased shall be determined by the Board
and shall not be less than the Fair Market Value per Share at the time of
grant, subject to the Incentive Stock Option provisions set forth in Section
6.  The date of the grant of an Option
shall be the date specified by the Board in its grant of the Option.


(c)   Option Period.  The period for exercise of an Option shall
not exceed 10 years from the date of grant, subject to the provisions of
Sections 5(e), 5(g), and 6, and the provisions of any Award Agreement.


(d)   Exercise of Option.  In order to exercise all or any portion of an
Option granted under the Plan, the Optionee, or his or her representative,
devisees or heirs, as applicable, shall deliver to the Company written notice
specifying the number of Shares to be purchased, together with a specified
method of payment as described below.  An
Optionee shall have none of the rights of a stockholder until the Shares are
issued to him or her.  Unless otherwise
provided in an Award Agreement, an Option may not be exercised for less than
100 Shares, or the number of Shares remaining subject to such Option, whichever
is less.  No Option may be exercised with
respect to any fractional Share.


The aggregate
Option Price shall be paid in full upon the exercise of all or any portion of
an Option.  Payment must be made by one
of the following methods:


(i)            a certified or bank cashier’s check;


(ii)           the proceeds of a Company loan
program or third-party sale program or a notice acceptable to the Board given as
consideration under such a program, in each case if permitted by the Board in
its discretion, if such a program has been established and the Optionee is
eligible to participate therein;


(iii)          if approved by the Board in its
discretion, Shares of previously owned Common Stock, which have been previously
owned for more than six months, having an aggregate Fair Market Value on the
date of exercise equal to the aggregate Option Price;


(iv)          if approved by the Board in its
discretion, through the written election of the Optionee to have Shares
withheld by the Company from the Shares otherwise to be received, with such
withheld Shares having an aggregate Fair Market Value on the date of exercise
equal to the aggregate Option Price; or


(v)           by any combination of such methods of
payment or any other method acceptable to the Board in its discretion.


The Board may
impose limitations and prohibitions on the exercise of Options as it deems
appropriate, including, without limitation, any limitation or prohibition
designed to avoid accounting consequences which may result from the use of
Common Stock as payment upon exercise of an Option.


(e)   Effect of Termination of
Service.  Except as may be set
forth in any Award Agreement, the following provisions of this Section 5(e) shall
govern the treatment of Options upon an Optionee’s Termination of Service for
the Company and each of the Subsidiaries:


(i)            An Option will automatically be
forfeited and unexercisable upon the Optionee’s Termination of Service if such
termination is for Cause.


(ii)           Subject to the provisions of the
applicable Award Agreement, if an Optionee’s Termination of Service is
voluntary by the Optionee (other than voluntary termination in connection with
the Optionee’s retirement upon or after such Optionee reaches Retirement Age),
the Optionee may exercise any Options granted under the Plan that are
exercisable on the date of the Optionee’s Termination of Service, for up to 30
days after such Termination of Service.  



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Notwithstanding
the foregoing, if during such 30-day period the Optionee is prohibited from
exercising such Options due to applicable rules or regulations of the Company,
then the Options shall continue to be exercisable until the earlier of (A) 30
days after the beginning of the next period during which the Option may be
exercised pursuant to such rules and regulations, or (B) the last day of the
next such period.


(iii)          Subject to the provisions of the
applicable Award Agreement, if an Optionee incurs a Termination of Service due
to (A) the death of the Optionee or (B) the Disability of the Optionee, the
Optionee, or his or her representative, devisees or heirs, as applicable, may
exercise any Options granted under the Plan that are exercisable on the date of
the Optionee’s Termination of Service at any time prior to 36 months from the
date of such termination.


(iv)          Subject to the provisions of the
applicable Award Agreement, if an Optionee incurs a Termination of Service
because of the retirement of the Optionee on or after the Optionee reaches Retirement
Age, then the Optionee may exercise any Options granted under the Plan that are
exercisable on the date of the Optionee’s Termination of Service at any time
prior to 36 months from the date of such termination, subject if applicable to
the Incentive Stock Option provisions set forth in Section 6.


(v)           Subject to the provisions of the
applicable Award Agreement, if the Company terminates the Optionee’s employment
or service for any reason other than for Cause, then the Optionee, or his or
her representative, devisees or heirs, as applicable, may exercise any Options
granted under the Plan that are exercisable on the date of the Optionee’s
Termination of Service at any time prior to one year from the date of such
termination, subject to the Incentive Stock Option provisions set forth in
Section 6, if applicable. 
Notwithstanding the foregoing, if the Optionee’s employment or service
is terminated because the Optionee has become an employee of another company
that is affiliated with the Company, through common ownership, common
management or otherwise, then the Options granted to such Optionee under the
Plan shall not be deemed to be terminated, but rather shall continue in full
force and effect as if the Optionee had not incurred a Termination of Service,
unless otherwise determined by the Board.


(vi)          Notwithstanding any provision of the
Plan to the contrary, and without limiting any other right or power of the
Board, the Board may, in its discretion, accelerate or otherwise modify the
vesting conditions applicable to any Options which are not exercisable on the
date of the Optionee’s Termination of Service, and extend the period following
such Termination of Service during which any outstanding Options may be
exercised (but in no event beyond the original exercise term of the grant), or
otherwise modify the vesting terms and extend the exercise term of the grant.


(vii)         Nothing in the Plan or in any Option
granted pursuant to the Plan (in the absence of an express provision to the
contrary) shall confer on any individual any right to continue in the employ of
the Company or any Subsidiary, to continue to serve as a member of the Board,
or to interfere in any way with the right of the Company to terminate his or
her employment or service at any time.


(f)    Transferability of
Options.  During the lifetime
of an Optionee, Options held by such Optionee shall be exercisable only by the
Optionee or his or her personal representative in the event of the Optionee’s
Disability.  In the event of Optionee’s
death, Options that remain exercisable under the terms of the Plan and the
applicable Award Agreements may be exercised by the Optionee’s representative,
devisees or heirs, as applicable. 
Options shall be transferable by will or the laws of descent and
distribution.  Notwithstanding the
foregoing, the Board may permit an Optionee to transfer exercise rights to any
outstanding non-qualified stock options, provided such transfers are made to
Permitted Transferees, and are made without consideration, for bona fide estate
planning purposes.  The Board shall
establish whatever administrative criteria it deems appropriate in reviewing
and approving such transfer requests.


(g)   Acceleration of
Exercisability of Options Upon Occurrence of Certain Events.  The Board may provide, in an Award
Agreement relating to any Option granted hereunder, that in connection with any
Change in Control of the Company, effective as of such date as the Board shall
determine, the exercisability of such Option 



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shall be accelerated and the Option may be immediately
exercised to purchase all or any portion of the Shares subject to such Option,
or all or a portion of such Option may be terminated, as determined by the
Board.


(h)   Legends.  Certificates evidencing Shares issued
pursuant to the exercise of Options under the Plan shall have conspicuously
noted thereon such restrictions on transferability as the Board may require in
order to ensure compliance with applicable federal and state securities laws
and regulations, to reflect any rights of first refusal or other restrictions
on transfer hereunder or under the Award Agreement, or as the Board may
otherwise deem appropriate.


(i)    Options for Non-Employee
Directors.  Notwithstanding
any provision herein to the contrary, to the extent that no such options are
issued to a Non-Employee Director under the Hearst-Argyle Television, Inc.
Amended and Restated 1997 Stock Option Plan, each Non-Employee Director of the
Company shall be granted Options to purchase 4,000 Shares and awarded 1,000
Shares of Restricted Stock each year that such person continues to serve as a
Non-Employee Director of the Company, and granted Options to purchase an
additional 2,000 Shares and awarded 500 additional Shares of Restricted Stock
each year that such person serves as a chairperson of a committee of the
Board.  The initial grant to each
Non-Employee Director shall be made as of the first date the Non-Employee
Director serves as a director of the Company and each subsequent annual grant
shall be made on each anniversary of the date of the initial grant for as long
as such Non-Employee Director continues to serve as a director of the
Company.  All such Options granted to the
Non-Employee Directors shall have an exercise price equal to the Fair Market
Value of the Shares as of the date of grant (as determined by the Board), shall
become fully exercisable two years from the date of grant and shall expire 10
years from the date of grant.  All such
Shares of Restricted Stock awarded to the Non-Employee Directors shall be
restricted and forfeitable until two years from the award date.


(j)    Other Terms and
Conditions.  The Board may
impose such other terms and conditions, not inconsistent with the terms hereof,
on the grant or exercise of Options, as it deems advisable.


(k)   Form of Distributions.  The Board, in its discretion, may also permit
a Participant to elect to exercise an Option by receiving a combination of
Shares and cash, or, in the discretion of the Board, either Shares or solely in
cash, with an aggregate Fair Market Value (or, to the extent of payment in
cash, in an amount) equal to the excess of the Fair Market Value of the Shares
with respect to which the Option is being exercised over the aggregate Option
Price, as determined as of the day the Option is exercised.


6.             Provisions Applicable
to Incentive Stock Options.  The
Board may, in its discretion, grant Options under the Plan to eligible
employees which constitute Incentive Stock Options; provided, however, that the
following provisions shall be applicable to such Incentive Stock Options:


(a)   No Incentive Stock Option shall be
exercisable more than 10 years from the date of grant thereof.


(b)   To the extent that the aggregate Fair Market
Value (determined at the time the respective Incentive Stock Option is granted)
of Shares with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all incentive stock
option plans for the Company and its Subsidiaries exceeds $100,000, such excess
Incentive Stock Options shall be treated as Options which do not constitute
Incentive Stock Options.


(c)   No Incentive Stock Option shall be granted to
an individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its Subsidiaries, unless (i) at the time such option
is granted the option price is at least 110% of the fair market value of the
Stock subject to the option, and (ii) such Option by its terms is not exercisable
after the expiration of five years from the date of grant.


7.             Provisions Applicable
to Restricted Stock.  Subject
to the other terms of the Plan, the Board may, in its discretion, as reflected
by the terms of the applicable Award Agreement: 
(i) authorize the granting of Restricted Stock to key employees and
Non-Employee Directors of the Company and its Subsidiaries; (ii) provide a specified purchase price for the Restricted
Stock (whether or not the payment of a purchase price is required by any state
law applicable to the Company); (iii) determine the restrictions,
including any forfeiture provisions, applicable 



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to Restricted Stock; and (iv) determine or impose
other conditions to the grant of Restricted Stock under the Plan as it may deem
appropriate, subject to the following:


(a)   Legend.  Each Grantee of Restricted Stock
shall be issued a stock certificate in respect of Shares of Restricted Stock
awarded under the Plan.  Such certificate
shall be registered in the name of the Grantee.   The certificates for Shares of Restricted
Stock issued hereunder may include any legend which the Board deems appropriate
to reflect any restrictions on transfer hereunder or under the Award Agreement,
or as the Board may otherwise deem appropriate, and, without limiting the
generality of the foregoing, shall bear a legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the
following form:


The transferability of
this certificate and the shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) of the Hearst-Argyle Television,
Inc. 2004 Long Term Incentive Compensation Plan and an Award Agreement entered
into between the registered owner and Hearst-Argyle Television, Inc.  Copies of such Plan and Award Agreement are
on file in the offices of Hearst-Argyle Television, Inc. Inc. at 888 Seventh
Avenue, New York, New York 10106.


(b)   Custody.  The Board may require that the
stock certificates evidencing such Shares be held in custody by the Company
until the restrictions hereunder shall have lapsed, and that, as a condition of
any Award of Restricted Stock, the Grantee shall have delivered a stock power,
endorsed in blank, relating to the stock covered by such Award.  If and when such restrictions so lapse, the
stock certificates shall be delivered by the Company to the Grantee or his or
her designee as provided in Section 7(c).


(c)   Restrictions; Forfeiture;
Dividends.  Unless otherwise
provided in an Award Agreement, the Shares of Restricted Stock awarded pursuant
to the Plan shall be subject to the following restrictions and conditions:


(i)            Subject to the provisions of the
Plan and the Award Agreements, during a period commencing with the date of such
Award and ending on the date the period of forfeiture determined by the Board
with respect to such Shares lapses, the Grantee shall not be permitted
voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate,
encumber or assign Shares of Restricted Stock awarded under the Plan (or have
such Shares attached or garnished).  The
period of forfeiture with respect to Shares granted hereunder shall lapse as
provided in the applicable Award Agreement.


(ii)           Subject to the provisions of the
applicable Award Agreement, except as provided in the foregoing subparagraph
(i), below in this subparagraph (ii), or in Section 13, the Grantee shall have,
in respect of the Shares of Restricted Stock, all of the rights of a
shareholder of the Company, including the right to vote the Shares, and the
right to receive any cash dividends, which dividends shall, unless otherwise
provided by the Board, be held by the Company (unsegregated as a part of its
general assets) until the period of forfeiture lapses (and forfeited if the
underlying Shares are forfeited). 
Certificates for Shares (not subject to restrictions) shall be delivered
to the Grantee or his or her designee promptly after, and only after, the
period of forfeiture shall lapse without forfeiture in respect of such Shares
of Restricted Stock.


(iii)          Subject to the provisions of the
applicable Award Agreement, and subject to subparagraph (iv) below, if the
Grantee has a Termination of Service by the Company and its Subsidiaries for
Cause, or by the Grantee for any reason, during the applicable period of
forfeiture, then (A) all Shares still subject to forfeiture shall thereupon,
and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as
soon as practicable after such termination an amount equal to the lesser of (x)
the amount paid (which may be zero) by the Grantee for such forfeited
Restricted Stock as contemplated by the first paragraph of Section 7, and (y)
the Fair Market Value on the date of termination of the forfeited Restricted
Stock.


(iv)          Subject to the provisions of the Award
Agreement, in the event the Grantee has a Termination of Service on account of
death, Disability or Retirement, or the Grantee has a Termination of Service by
the Company and its Subsidiaries for any reason other than Cause, or in the
event of a Change in Control (regardless of whether a termination follows
thereafter), during


 



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the applicable
period of forfeiture, then restrictions under the Plan will immediately lapse
on all Restricted Stock granted to the applicable Grantee.


8.             Tax Withholding.  The Company shall be entitled to withhold, or
cause to be withheld, from any payments or deemed payments any amount of tax
withholding determined by the Board to be required or appropriate.  Without limiting the generality of the
foregoing, the Board may, in its discretion, require a Participant to pay to
the Company at such time as the Board determines the amount that the Board
deems necessary to satisfy the Company’s or Subsidiary’s obligation to withhold
federal, state or local income or other taxes incurred by reason of (i) the
exercise of any Option, (ii) the lapsing of any restrictions applicable to any
Restricted Stock, or (iii) any other applicable income-recognition event (for
example, an election under Section 83(b) of the Code).


(a)   Share Withholding.  Upon exercise of an Option, the Optionee may,
if approved by the Board in its discretion, make a written election to have
Shares then issued withheld by the Company from the Shares otherwise to be
received, or to deliver previously owned Shares, in order to satisfy the
liability for such withholding taxes.  In
the event that the Optionee makes, and the Board permits, such an election, the
number of Shares so withheld or delivered shall have an aggregate Fair Market
Value on the date of exercise sufficient to satisfy the applicable withholding
taxes.  Where the exercise of an Option
does not give rise to an obligation by the Company to withhold federal, state
or local income or other taxes on the date of exercise, but may give rise to
such an obligation in the future, the Board may, in its discretion, make such
arrangements and impose such requirements as it deems necessary or appropriate.


Upon lapsing of
restrictions on Restricted Stock (or other income-recognition event), the
Grantee may, if approved by the Board in its discretion, make a written
election to have Shares withheld by the Company from the Shares otherwise to be
released from restriction, or to deliver previously owned Shares (not subject
to restrictions hereunder), in order to satisfy the liability for such
withholding taxes.  In the event that the
Grantee makes, and the Board permits, such an election, the number of Shares so
withheld or delivered shall have an aggregate Fair Market Value on the date of
exercise sufficient to satisfy the applicable withholding taxes.


(b)   Withholding Required.  Notwithstanding anything contained
in the Plan or an Award Agreement to the contrary, a Participant’s satisfaction
of any tax-withholding requirements imposed by the Board shall be a condition
precedent to the Company’s obligation as may otherwise be provided hereunder to
provide Shares to the Participant and to the release of any restrictions as may
otherwise be provided hereunder, as applicable; and the applicable Incentive
Stock Option, Non-Qualified Stock Option or Restricted Stock granted under the
Plan shall be forfeited upon the failure of the Participant to satisfy such
requirements.


9.             Regulations and
Approvals.  The obligation of
the Company to sell or deliver Shares with respect to an Award granted under
the Plan shall be subject to all applicable laws, rules and regulations,
including all applicable federal and state securities laws, and the obtaining
of all such approvals by governmental agencies as may be deemed necessary or
appropriate by the Board.


(i)            The Board may make such changes to
the Plan as may be necessary or appropriate to comply with the rules and
regulations of any government authority or to obtain tax benefits applicable to
an Award.


(ii)           Each grant of Incentive Stock
Options, Non-Qualified Stock Options or Shares of Restricted Stock granted
hereunder (or issuance of Shares in respect thereof) is subject to the
requirement that, if at any time the Board determines, in its discretion, that
the listing, registration or qualification of Shares issuable pursuant to the
Plan is required by any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issuance of Incentive
Stock Options, Non-Qualified Stock Options or Shares of Restricted Stock, no
payment shall be made, or Shares issued or grant of Restricted Stock made, in
whole or in part, unless listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions in a manner
acceptable to the Board.


(iii)          In the event that the disposition of
stock acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act, and is not otherwise exempt
from such registration, such Shares shall be restricted against transfer to the
extent 



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required under the
Securities Act, and the Board may require any individual receiving Shares
pursuant to the Plan, as a condition precedent to receipt of such Shares, to
represent to the Company in writing that such Shares are acquired for
investment only and not with a view to distribution and that such Shares will
be disposed of only if registered for sale under the Securities Act or if there
is an available exemption for such disposition.


(iv)          Notwithstanding any other provision of
the Plan, the Company shall not be required to take or permit any action under
the Plan or any Award Agreement which, in the good-faith determination of the
Company, would result in a material risk of a violation by the Company of
Section 13(k) of the Exchange Act.


10.           Interpretation and
Amendments; Other Rules.   The
Board may make such rules and regulations and establish such procedures for the
administration of the Plan as it deems appropriate.  Without limiting the generality of the
foregoing, the Board may (i) determine the extent, if any, to which Options, or
Shares (whether or not Shares of Restricted Stock), shall be forfeited (whether
or not such forfeiture is expressly contemplated hereunder); (ii) interpret the
Plan and the Award Agreements hereunder, with such interpretations to be
conclusive and binding on all persons and otherwise accorded the maximum
deference permitted by law; and (iii) take any other actions and make any other
determinations or decisions that it deems necessary or appropriate in
connection with the Plan or the administration or interpretation thereof.  In the event of any dispute or disagreement
as to the interpretation of the Plan or of any rule, regulation or procedure,
or as to any question, right or obligation arising from or related to the Plan,
the decision of the Board shall be final and binding upon all persons.  Unless otherwise expressly provided
hereunder, the Board, with respect to any grant, may exercise its discretion
hereunder at the time of the Award or thereafter. Notwithstanding any other
provision of the Plan or any Award Agreement to the contrary, the Board may
amend or terminate the Plan and any Award as it shall deem advisable, except
that no amendment may adversely affect a Participant with respect to an Award
previously granted unless such amendments are required in order to comply with
applicable laws; provided, however, that the Plan may not be amended without
shareholder approval in any case in which amendment in the absence of
shareholder approval would cause the Plan to fail to comply with any applicable
legal requirement or applicable exchange or similar rule.


11.           Changes In Capital
Structure.  Notwithstanding
any other provision of the Plan to the contrary, if (i) the Company or its
Subsidiaries shall at any time be involved in a merger, consolidation,
dissolution, liquidation, reorganization, exchange of shares, sale of all or
substantially all of the assets or stock of the Company or its Subsidiaries or
a transaction similar thereto, (ii) any stock dividend, stock split, reverse
stock split, stock combination, reclassification, recapitalization or other
similar change in the capital structure of the Company or its Subsidiaries, or
any distribution to holders of Common Stock other than cash dividends, shall
occur or (iii) any other event shall occur which in the judgment of the Board
necessitates action by way of adjusting the terms of the outstanding Awards,
then:


(i)            the maximum aggregate number of
Shares which may be made subject to Options under the Plan, and the maximum
aggregate number and kind of Shares of Restricted Stock that may be granted
under the Plan may be appropriately adjusted by the Board in its discretion;
and


(ii)           the Board may as it deems appropriate
take any such action as in its judgment shall be necessary to maintain the
Participant’s rights hereunder (including under the Award Agreements) so that
they are substantially in their respective Options proportionate to the rights
existing in such Options prior to such event, including, without limitation,
adjustments in (A) the number of Options granted, (B) the number and kind of
shares or other property to be distributed in respect of Options, (C) the
Option Price, and (D) performance-based criteria established in connection with
Awards; provided that, in the discretion of the Board, the foregoing
subparagraph (D) may also be applied in the case of any event relating to a
Subsidiary if the event would have been covered under this Section 11 had the
event related to the Company.


Any Shares or
other securities distributed to a Grantee with respect to Restricted Stock or
otherwise issued in substitution of Restricted Stock shall be subject to the
restrictions and requirements imposed by Section 7, including depositing the
certificates therefor with the Company together with a stock power and bearing
a legend as provided in Section 7(a).



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If the Company
shall be consolidated or merged with another corporation or other entity, each
Grantee who has received Restricted Stock that is then subject to restrictions
imposed by Section 7(c) may be required to deposit with the successor
corporation the certificates for the stock or securities or the other property
that the Grantee is entitled to receive by reason of ownership of Restricted Stock
in a manner consistent with Section 7(b), and such stock, securities or other
property shall become subject to the restrictions and requirements imposed by
Section 7(c), and the certificates therefor or other evidence thereof shall
bear a legend similar in form and substance to the legend set forth in Section
7(a).


If a Change in
Control shall occur, then the Board may make such adjustments as it, in its
discretion, determines are necessary or appropriate in light of the Change in
Control, provided that the Board determines that such adjustments do not have
an adverse economic impact on the Participant as determined at the time of the
adjustments.


The judgment of
the Board with respect to any matter referred to in this Section 11 shall be
conclusive and binding upon each Participant without the need for any amendment
to the Plan.


12.           Definitions.  Whenever used herein, the following terms
shall have the meanings set forth below:


“Award,” except
where referring to a particular category of grant under the Plan, may include
Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock.


“Award Agreement”
means a written agreement in a form approved by the Board as provided in
Section 5.


“Board” means the Board of Directors of the Company or
to the extent the Board has appointed a Committee pursuant to Section 2 of the
Plan, the term “Board” shall refer to such Committee with respect to the
responsibility thereto.


“Cause” means,
unless otherwise provided in the Participant’s Award Agreement, if the Company
(or a Subsidiary) terminates the Participant’s employment or service because
(A) the Participant is convicted of a crime that is a felony (other than a
traffic or moving violation); (B) the Participant has willfully and materially
breached, habitually neglected or failed to perform satisfactorily his or her
duties as an employee or Non-Employee Director; or (C) the Participant commits
any material act or fraud or dishonesty during the course of the Participant’s
employment or service.


“Change in Control”
shall mean (i) a merger or consolidation in which the Company is a constituent
corporation following which securities of the surviving or resulting
corporation possessing less than a majority of the combined voting power of
such corporation’s outstanding voting securities (computed on either an actual
or fully diluted basis) with respect to matters submitted to a vote of the
stockholders generally shall then be owned in the aggregate by persons who
prior thereto were stockholders of the Company; (ii) a sale or transfer by the
Company or any of its Subsidiaries of all or substantially all of the
consolidated assets of the Company and its Subsidiaries to an entity that is
not a Subsidiary of the Company; (iii) any “person” (as such term is used in
Sections 3(a)(9) or 13(d)(3) of the Exchange Act), other than Excluded Persons,
is or becomes the beneficial owner, directly or indirectly, of securities of
the Company representing more than 50% of the combined voting power of the
Company’s then outstanding voting securities with respect to matters submitted
to a vote of the stockholders generally; (iv) any “person” other than Excluded
Persons is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing more than 50% of the then outstanding
Common Stock; (v) at such time as any shares of Series B common stock, $0.01
par value, of the Company are no longer outstanding, within any two-year
period, a majority of the Board is no longer composed of persons who were
directors at the beginning of such two-year period, unless the continuing
directors, together with the new directors who were approved by a majority of
the prior directors, constitute a majority of the Board; (vi) the Company
adopts a plan of dissolution or liquidation or liquidates or dissolves; or
(vii) any transaction or series of transactions which produce or has a
reasonable likelihood or a purpose of producing, directly or indirectly, any of
the effects described in paragraph (a)(3)(ii) of Rule 13e-3 of the Exchange
Act.  The term “Excluded Persons” means
each of (i) The Hearst Corporation or any other “Permitted Transferee” (as
defined in Article Four of the Company’s Amended and Restated Certificate of
Incorporation), and (ii) a trustee or other fiduciary holding securities under
any employee benefit plan of the Company or any of its Subsidiaries.



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“Code” means the Internal Revenue Code of 1986, as
amended.


“Committee” means
the Compensation Committee of the Board or such other Committee (including any
subcommittee of the Compensation Committee) appointed by the Board, if any,
pursuant to Section 2; provided, that, to the extent the Board reserves any
authority, power or discretion of the Committee to itself, as provided under
Section 2, unless the context otherwise requires, the term “Committee” shall
refer to the Board.


“Common Stock”
means the Company’s Series A Common Stock, par value $0.01 per share, either
currently existing or authorized hereafter.


“Company” means Hearst-Argyle Television, Inc., a
Delaware corporation.


“Disability”
means, unless otherwise provided in the Participant’s Award Agreement, the
Participant’s becoming physically or mentally disabled (as determined in good
faith by the Board) so that the Participant is unable to perform the Participant’s
duties which the Participant is required to perform for a period of more than
120 consecutive days or more than 180 days in the aggregate during any calendar
year.


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


“Fair Market Value”
per Share as of a particular date means (i) if Shares are then listed on a
national stock exchange or the NASDAQ National Market System (“NASDAQ”), the
closing sales price per Share on the exchange for the last preceding date on
which there was a sale of Shares on such exchange, as determined by the Board,
(ii) if Shares are not then listed on a national stock exchange or the NASDAQ
but are then traded on an over-the-counter market, the average of the closing
bid and asked prices for the Shares in such over-the-counter market for the
last preceding date on which there was a sale of such Shares in such market, as
determined by the Board, or (iii) if Shares are not then listed on a national
stock exchange, NASDAQ or traded on an over-the-counter market, such value as
may be determined by the Board in its discretion or as may be determined in
accordance with such methodologies, procedures or other rules (which may
provide, without limitation, that determinations of Fair Market Value shall be
made by an independent third party) as may be established by the Board in its
discretion; provided that, where the Shares are so listed or traded, the Board
may make discretionary determinations, or implement such methodologies,
procedures or other rules, where the Shares have not been traded for 10 trading
days.


“Grantee” means a
key employee or Non-Employee Director granted Restricted Stock.


“Incentive Stock
Option” means an Option which is an “incentive stock option” within the meaning
of Section 422(b) of the Code.


“Non-Employee
Director” means a director of the Company who (i) is not currently an officer
of the Company or a parent or Subsidiary of the Company, or otherwise currently
employed by the Company or a parent or Subsidiary of the Company; (ii) does not
receive compensation, either directly or indirectly, from the Company or a
parent or Subsidiary of the Company, for services rendered as a consultant or
in any capacity other than as a director, except for an amount that does not
exceed the dollar amount for which disclosure would be required pursuant to
Item 404(a) of Regulation S-K; (iii) does not possess an interest in any other
transaction for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K; and (iv) is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.  Except for purposes of Section 2, “Non-Employee
Director” shall also include any other non-employee director determined as such
by the Board.


“Non-Qualified Stock Option” means an Option which is
not an Incentive Stock Option.


“Option” means the
right to purchase, at an Option Price and for the term fixed by the Board in
accordance with the Plan, and subject to such other limitations and
restrictions in the Plan and the applicable Award Agreement, a number of Shares
determined by the Board.


“Optionee” means a
key employee or Non-Employee Director to whom an Option is granted, or the
Successors of the Optionee, as the context so requires.


“Option Price” means the exercise price per Share.



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“Participant” means a Grantee or Optionee.


“Permitted
Transferees” means a member of an Optionee’s immediate family, trusts for the
benefit of such immediate family members, and partnerships in which the
Optionee and/or such immediate family members are the only partners.  Immediate family members shall include an
Optionee’s spouse, descendants (children, grandchildren and more remote
descendants), and shall include step-children and relationships arising from
legal adoption.


“Plan” means the
Company’s 2004 Long Term Incentive Compensation Plan, as set forth herein and
as the same may from time to time be amended.


“Restricted Stock” means an award of Shares that are
subject to restrictions hereunder.


“Retirement”
means, unless otherwise provided in the Participant’s Award Agreement, the
Termination of Service (other than for Cause) of a Participant on or after the
Participant’s attainment of Retirement Age.


“Retirement Age”
means age 65.


“Securities Act” means the Securities Act of 1933, as
amended.


“Shares” means shares of Common Stock of the Company.


“Subsidiary” means
any corporation (other than the Company) that is a “subsidiary corporation”
with respect to the Company under Section 424(f) of the Code.  In the event the Company becomes a subsidiary
of another company, the provisions hereof applicable to subsidiaries shall,
unless otherwise determined by the Board, also be applicable to any company
that is a “parent corporation” with respect to the Company under Section 424(e)
of the Code.


“Successor of the
Optionee” means the legal representative of the estate of a deceased Optionee
or the person or persons who shall acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of the Optionee.


“Termination of
Service” means a Participant’s termination of employment or other service, as
applicable, with the Company and its Subsidiaries.  Cessation of service as an officer, employee
or director shall not be treated as a Termination of Service if the Participant
continues without interruption to serve thereafter in another one (or more) of
such other capacities for the Company or any of its Subsidiaries or affiliates.


13.           Miscellaneous.


(a)   No Rights to Employment or
Other Service.  Nothing in the
Plan or in any grant made pursuant to the Plan shall confer on any individual
any right to continue in the employ or other service of the Company or its
Subsidiaries or interfere in any way with the right of the Company or its
Subsidiaries and its shareholders to terminate the individual’s employment or
other service at any time.


(b)   Right of First Refusal;
Right of Repurchase.  At the
time of grant, the Board may provide in connection with any grant made under
the Plan that Shares received hereunder shall be subject to a right of first
refusal pursuant to which the Company shall be entitled to purchase such Shares
in the event of a prospective sale of the Shares, subject to such terms and
conditions as the Board may specify at the time of grant or (if permitted by the
Award Agreement) thereafter, and to a right of repurchase, pursuant to which
the Company shall be entitled to purchase such Shares for the Fair Market Value
of the Shares at the time of repurchase, subject to such other terms and
conditions as the board may specify at the time of grant.


(c)   No Fiduciary Relationship.  Nothing contained in the Plan and no action
taken pursuant to the provisions of the Plan, shall create or shall be
construed to create a trust of any kind, or a fiduciary relationship between
the Company or its Subsidiaries, or their officers or the Board, on the one
hand, and the Participant, the Company, its Subsidiaries or any other person or
entity, on the other.



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(d)   Transferability.  Subject to the terms of the Plan set forth
above, unless the Board determines otherwise in its discretion, no Award
granted under the Plan shall be transferable by a participant other than by
will or the laws of descent and distribution. 
All provisions of the Plan shall in any event continue to apply to any
Incentive Stock Options, Non-Qualified Stock Options or Shares (whether or not
Shares of Restricted Stock), granted under the Plan and transferred as
permitted by this Section 13(d), and any transferee of any such Awards shall be
bound by all provisions of the Plan as and to the same extent as the applicable
original Participant.


(e)   Notices.  All notices under the Plan shall be in
writing, and if to the Company, shall be delivered to the Board or mailed to
its principal office, addressed to the attention of the Board; and if to the
Participant, shall be delivered personally, sent by facsimile transmission or
mailed to the Participant at the address appearing in the records of the
Company.  Such addresses may be changed
at any time by written notice to the other party given in accordance with this
Section 13(e).


(f)    Exculpation and
Indemnification.  The Company
shall indemnify and hold harmless the members of the Board and the members of
the Board from and against any and all liabilities, costs and expenses incurred
by such persons as a result of any act or omission to act in connection with
the performance of such person’s duties, responsibilities and obligations under
the Plan, to the maximum extent permitted by law, other than such liabilities,
costs and expenses as may result from the gross negligence, bad faith, willful
misconduct or criminal acts of such persons.


(g)   Captions.  The use of captions in the Plan is for
convenience.  The captions are not
intended to provide substantive rights.


(h)   Severability.  Whenever possible, each provision of the Plan
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Plan is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
the Plan.


(i)    Governing Law.  THE PLAN SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.


As amended July 20,
2006


 



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