exv10w1



 




Exhibit
10.1



LIN TV CORP.

RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (this “Agreement”) is made as of ___,
2005 by LIN TV Corp., a Delaware corporation (“LIN” or “Company”)
and ___(“Executive”) to effect an award of restricted stock by LIN to
Executive on the terms and conditions set forth below.




	1)	 	Grant of Restricted Stock. As of the date hereof, subject to the terms,
conditions and restrictions set forth herein, LIN shall grant and issue to
Executive ___shares of LIN’s common stock (the “Granted Stock”).
	 
	2)	 	Governing Plan. The Granted Stock shall be granted pursuant to and (except
as specifically set forth herein) subject in all respects to the applicable provisions
of LIN’s 2002 Amended and Restated Stock Plan or any successor plan (the “Plan”), which
are incorporated herein by reference. Terms not otherwise defined in this Agreement
have the meanings ascribed to them in the Plan.
	 
	3)	 	Purchase Price. The Company shall issue and sell to the Executive, and the
Executive shall purchase from the Company, subject to the terms set forth in this
Agreement and in the Plan, the Granted Stock, at a purchase price of $0.01 per share.
The Executive shall pay the aggregate purchase price for the Granted Stock by check
payable to the order of the Company or such other method as may be acceptable to the
Company.
	 
	4)	 	Vesting: Unless accelerated in accordance with the Plan or this Agreement,
the Granted Stock shall vest and the Purchase Option
(as defined in Section 6) shall lapse according to the following schedule,
subject to the provisions of Sections 5 and 6 hereof:





	 	 	 	 	 
	Date on and After Which	 	Portion of the Granted	 
	Granted Stock Vests	 	Stock that Vests	 
	July 1, 2006
	 	 	20	%
	July 1, 2007
	 	 	20	%
	July 1, 2008
	 	 	20	%
	July 1, 2009
	 	 	20	%
	July 1, 2010
	 	 	20	%








	5)	 	Performance-Based Accelerated Vesting / Forfeiture of Granted Stock: If the
Company achieves 90% of Board-approved budgeted Broadcast Cash Flow (“BCF”)
for the period from July 1, 2005 to December 31, 2005 (the “Performance Period”),
and the Compensation Committee certifies in writing that such performance level
has been met, the vesting period set forth in Section 4 shall be modified to provide
for vesting over a three year rather than a five year period as follows:






 









 





	 	 	 	 	 
	Date on and After Which	 	Portion of the Granted	 
	Granted Stock Vests	 	Stock that Vests	 
	July 1, 2006
	 	 	33.33	%
	July 1, 2007
	 	 	33.33	%
	July 1, 2008
	 	 	33.34	%







	6)	 	Purchase Option: Unless Executive is a party to an agreement containing
contrary terms, if the Executive ceases to be employed by the Company for any
reason or no reason, with or without cause, prior to the date on which all of
the Granted Stock vests pursuant to the provisions of Section 4 or Section 5,
the Company shall have the right and option (the “Purchase Option”) to purchase
from the Participant, for a sum of $0.01 per share (the “Option Price”), some or
all of the shares that have so no vested (the “Unvested Shares”). In addition,
if the Company achieves less than 75% of Board-approved budgeted BCF for the
Performance Period, then all Granted Stock shall be considered to be Unvested
Shares and the Purchase Option shall apply to all Granted Stock, whether or
not such shares would otherwise vest pursuant to Section 4.
	 
	 	 	The Company shall automatically be deemed to have exercised the
Purchase Option upon the termination of the employment of the Executive
with the Company or upon the determination of the Compensation Committee than
the Company has achieves less than 75% of Board-approved budgeted BCF for the
Performance Period, unless the Company shall have previously delivered to the
Executive a written notice of its election not to exercise the Purchase Option
(such election to specify the number of Unvested Shares as to which the Company is
waiving the Purchase Option). The certificate or certificates representing the
shares of Granted Stock which the Company shall purchase shall be tendered to the
Company duly endorsed in blank or with duly endorsed stock powers attached thereto,
all in form suitable for the transfer of such shares of Granted Stock to the Company.
Promptly following its receipt of such certificate or certificates, the Company shall
pay to the Participant the aggregate Option Price for such shares (provided that any
delay in making such payment shall not invalidate the Company’s exercise of the Purchase
Option with respect to such shares).
	 
	7)	 	No Transfer. The shares of Granted Stock (including any shares received by
Executive with respect to shares of Granted Stock as a result of stock dividends,
stock splits or any other form of recapitalization or a similar transaction affecting
LIN’s securities without receipt of consideration) may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, alienated or
encumbered unless and until they vest pursuant to Section 4
or 5 and any
additional requirements or restrictions contained in this Agreement have been
satisfied, terminated or expressly waived by LIN in writing.
	 
	8)	 	Voting and Other Rights. During the period prior to vesting, except as




 









 







	 	 	otherwise provided herein, Executive will have all of the rights of a stockholder with
respect to all of the Granted Stock, including without limitation the right to vote such
Granted Stock and the right to receive all dividends or other distributions with respect
to such Granted Stock. In connection with the payment of such dividends or other
distributions, LIN will be entitled to deduct from any amounts otherwise payable by
LIN to Executive (including without limitation salary or other compensation) any
taxes or other amounts required by any governmental authority to be withheld and
paid over to such authority for Executive’s account.





	9)	 	Certification, Escrow and Delivery of Shares.






	 	•	 	Certificates. Each certificate representing any unvested portion of the
Granted Stock will be endorsed with a legend substantially as set forth below,
as well as such other legends as LIN may deem appropriate to comply with applicable
laws and regulations:






The securities evidenced by this certificate are subject to
certain limitations on transfer, an option to purchase and other restrictions as
set forth in that certain Restricted Stock Agreement between LIN and the holder
of such securities and LIN TV Corp.’s 2002 Amended and Restated Stock Plan (copies of
which are available for inspection at the offices of LIN).




	 	•	 	Escrow. With respect to each unvested share of Granted Stock (including
any shares received by Executive with respect to shares of Granted Stock that
have not yet vested as a result of stock dividends, stock splits or any other
form of recapitalization or a similar transaction affecting LIN’s securities
without receipt of consideration), the Secretary of LIN, or such other escrow
holder as the Secretary may appoint, will retain physical custody of the
certificate representing such share until such share vests.
The Executive shall deliver a duly-signed stock power, endorsed in blank,
relating to the Granted Stock upon execution of this Agreement.
	 
	 	•	 	Delivery of Certificates. As soon as practicable after the vesting of any
Granted Stock, but subject to Section 10, LIN will release the certificate(s)
representing such vested Granted Stock to Executive; provided that if other
still unvested shares of Granted Stock are also represented by the same stock
certificate as vested shares, then such certificate will be retired and new
certificates representing the vested and unvested portions of the Granted
Stock will be issued in place of the existing certificate. The certificate
representing the vested Granted Stock will be delivered to Executive and the
certificate representing the still unvested shares of Granted Stock will be
retained by the escrow holder.






	10)	 	Conditions to Vesting and Delivery of Certificates. At the time for vesting of
any shares, and as a condition to vesting and release of the certificates




 









 






	 	 	 	representing vested shares to Executive, Executive must (i) pay to LIN, by cash or check,
an amount sufficient to satisfy any taxes or other amounts required by any governmental
authority to be withheld and paid over to such authority as a result of vesting or
otherwise make arrangements satisfactory to LIN in its discretion for the payment
of such amounts, including if LIN elects through offset of any other amounts otherwise
payable by LIN to Executive (including without limitation salary or other compensation),
or through irrevocable instructions to the broker selling vested shares to remit directly
to LIN from the sales proceeds thereof an amount sufficient to pay any required
withholding or reimburse LIN for payment thereof; and (ii) if requested by LIN,
make appropriate representations in a form satisfactory to LIN that such Granted
Stock will not be sold other than (A) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or an applicable exemption
from the registration requirements of such Act; (B) in compliance with all
applicable state securities laws and regulations; and (C) in compliance with
all terms and conditions of the Plan.






	11)	 	Tax Matters. The Granted Stock is subject to appropriate income tax withholding
and other deductions required by applicable laws or regulations, and Executive
and his successors will be responsible for all income and other taxes payable as a
result of grant or vesting of the Granted Stock or otherwise in connection with
this Agreement. LIN is not required to provide any gross-up or other tax assistance.
Executive understands that Executive may make an election pursuant to Section 83(b)
of the Internal Revenue Code (the “Code”) within thirty (30) days after the date
Executive acquired the Granted Stock hereunder, or comparable provisions of any
state tax law, to include in Executive’s gross income the fair market value
(as of the date of acquisition) of the Granted Stock less the purchase price
per share. Executive may make such an election only if, prior to making any such
election, Executive (a) notifies LIN of Executive’s intention to make such election,
by delivering to LIN a copy of the fully-executed Section 83(b) Election Form attached
hereto as Exhibit A, and (b) pays to LIN an amount sufficient to satisfy any taxes or
other amounts required by any governmental authority to be withheld or paid over to
such authority for Executive’s account, or otherwise makes arrangements satisfactory
to LIN for the payment of such amounts through withholding or otherwise. Executive
understands that if Executive does not make a proper and timely Section 83(b)
election, generally under Section 83 of the Code, at the time the forfeiture
restrictions applicable to the Granted Stock lapse (e.g., at each vesting date),
Executive will recognize ordinary income and be taxed in an amount equal to the
fair market value (as of the date the forfeiture restrictions lapse) of the Granted
Stock less the purchase price of the Granted Stock. Executive acknowledges that it
is Executive’s sole responsibility, and not LIN’s, to file a timely election under
Section 83(b), even if Executive requests LIN or its representative to make this
filing on Executive’s behalf. Executive is relying solely on Executive’s advisors
with respect to the decision as to whether or not to file a Section 83(b) election.





 









 











	12)	 	Merger, Consolidation or Reorganization. In the event of a Reorganization of
LIN in which holders of shares of Common Stock of LIN are entitled to receive in respect
of such shares any additional shares or new or different shares or securities, cash or
other consideration (including, without limitation, a different number of shares of
Common Stock) (“Exchange Consideration”), then Executive will be entitled to receive
a proportionate share of the Exchange Consideration in exchange for any Granted Stock
that is then still owned by Executive and not cancelled; provided, that any Exchange
Consideration issued to Executive in respect of unvested Granted Shares will be subject
to the same restrictions and vesting provisions that were applicable to the Granted
Stock in exchange for which the Exchange Consideration was issued.
	 
	13)	 	Change of Control: In the event of a Change of Control as defined in the Plan,
the Plan’s Committee may declare that any or all non-vested Granted Stock will be
immediately exercisable or accelerated to a faster vesting schedule. In the event
the Executive has an agreement that addresses this issue, that agreement will
govern and control.
	 
	14)	 	General.






	 	•	 	No Right to Continued Employment. This Agreement does not confer upon
Executive any right to continue as an employee of LIN or its affiliate or to
any particular employment tenure, nor does it limit in any way the right of
LIN or its affiliate to terminate Executive’s services to LIN or its affiliate
at any time, with or without cause.
	 
	 	•	 	Independent Advice; No Representations. Executive acknowledges that (i) he was
free to use professional advisors of his choice in connection with this Agreement has
received advice from his professional advisors in connection with this Agreement,
understands its meaning and import, and is entering into this Agreement freely
and without coercion or duress; and (ii) he has not received and is not relying
upon any advice, representations or assurances made by or on behalf of LIN or
any LIN affiliate or any employee of or counsel to LIN regarding any tax or
other effects or implications of the Granted Stock or other matters contemplated
by this Agreement.
	 
	 	•	 	Value of Granted Stock. No representations or promises are made to Executive
regarding the value of the Granted Stock or LIN’s business prospects. Executive acknowledges
that information about investment in LIN stock, including financial information and related
risks, is contained in the prospectus delivered to Executive at the time of grant and LIN’s
SEC reports on Form 10-Q and Form 10-K, which are incorporated by reference and which have
been made available from LIN’s Human Resources department for Executive’s review at any
time before Executive’s acceptance of this Agreement or at any time during




 









 






	 	 	 	Executive’s
employment. Further, Executive understands that LIN does not provide tax or investment
advice and acknowledges LIN’s recommendation that Executive consult with independent
specialists regarding such matters. Sale or other transfer of LIN stock may be limited
by and subject to LIN policies as well as applicable securities laws and regulations.
	 
	 	•	 	Successors and Assigns. This Agreement is personal in its nature and Executive may
not assign or transfer his rights under this Agreement.
	 
	 	•	 	Entire Agreement. Except as this Agreement may expressly provide otherwise,
this Agreement and the Plan constitute the entire agreement and understanding of LIN and
Executive with respect to the subject matter hereof and thereof, and supersede all prior
written or verbal agreements and understandings between Executive and LIN relating to such
subject matter. This Agreement may only be amended by written instrument signed by Executive
and an authorized officer of LIN.
	 
	 	•	 	Governing Law; Severability. This Agreement will be construed and interpreted under
the laws of the State of Delaware applicable to agreements executed and to be wholly performed
within the State of Delaware. If any provision of this Agreement as applied to any party or to
any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable
for any reason, the invalidity of that provision shall in no way affect (to the maximum extent
permissible by law) the application of such provision under circumstances different from those
adjudicated by the court, the application of any other provision of this Agreement, or the
enforceability or invalidity of this Agreement as a whole. If any provision of this Agreement
becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the
scope, extent or duration of its coverage, then such provision shall be deemed amended to the
extent necessary to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the parties,
then such provision will be stricken and the remainder of this Agreement shall continue in
full force and effect.
	 
	 	•	 	Remedies. All rights and remedies provided pursuant to this Agreement or by law
shall be cumulative, and no such right or remedy shall be exclusive of any other. A party
may pursue any one or more rights or remedies hereunder or may seek damages or specific
performance in the event of another party’s breach hereunder or may pursue any other
remedy by law or equity, whether or not stated in this Agreement.
	 
	 	•	 	Arbitration: As a condition of the Company’s grant of options to you, you
agree that all disputes between you and the Company shall be resolved by final and
binding arbitration in accordance with the provisions of this section. This agreement
to arbitrate shall remain in effect after termination of this Agreement with respect
to any disputes arising out of events occurring during the term




 









 






	 	 	 	hereof or arising out
of or relating to this Agreement, or disputes arising out of or relating to your
employment or termination thereof. A party intending to assert a claim must serve,
by hand delivery or a form of mail that requires a signed return receipt, a written
demand for arbitration on the other party. The demand, if against the Company,
must be served on a Vice President or higher-level officer of the Company. The
demand must describe the basis of the claim with reasonable specificity and the
remedy requested. The demand must be received by the person served within the
time limitation set forth below. The arbitration shall be conducted in accordance
with the then-prevailing Employment Dispute Resolution Rules of the American
Arbitration Association. The situs of the arbitration shall be Providence Rhode
Island. Notwithstanding the foregoing, the following discovery limitations
shall apply to the arbitration proceeding: each party may take the deposition
of one individual only and any expert witness designated by the other party;
both parties shall have the right to subpoena witnesses and documents, but
additional discovery may be had only if the arbitrator so orders after
determining there is a substantial need for the information. Notwithstanding
any longer statutes of limitation provided by law, no claim of any nature
whatsoever may be brought by either party against the other, in arbitration
or otherwise, unless a written demand for arbitration is served on the other
party within thirty (30) days after the claim accrued; i.e., within thirty (30) days
from the date on which the act or event (or failure to act) on which the claim is
based occurred. The arbitrator shall be authorized to award such relief as is
available under the applicable state or federal law on which the claim is based.
	 	•	 	Interpretation. Headings herein are for convenience of reference
only, do not constitute a part of this Agreement, and will not affect the meaning
or interpretation of this Agreement. References herein to Sections are references
to the referenced Section hereof, unless otherwise specified.
	 
	 	•	 	Waivers; Amendments. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any later breach of
that provision. This Agreement may be modified only by written agreement signed by
Executive and LIN.
	 
	 	•	 	Counterparts. This Agreement may be executed in more than one counterpart, each of
which shall be deemed an original, but all of which together shall constitute but one
and the same instrument. Facsimile or photographic copies of originally signed copies
of this Agreement will be deemed to be originals.





	 	 	 
	LIN TV Corp.

	 	Executive
	 
	 	 
	 


	 	 







 









 






EXHIBIT A

to Restricted Stock Grant

ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY

IN GROSS INCOME IN YEAR OF TRANSFER

INTERNAL REVENUE CODE § 83(b)




     The undersigned hereby elects pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below, and
supplies the following information in accordance with the regulations
promulgated thereunder:



1. Name, address and taxpayer identification number of the undersigned:



 



 



 




Taxpayer I.D. No.:          



2. Description of property with respect to which the election is being made:
                    shares of Common Stock of LIN, Inc., a Delaware corporation
(the “Company”)



3. Date on which property was transferred:                    



4. Taxable year to which this election relates:                    



5. Nature of the restrictions to which the property is subject:

If the taxpayer’s service as a                     of LIN terminates for any reason before
the Common Stock vests, LIN will repurchase the Common Stock from the taxpayer at $.01
per share. The Common Stock vests according to the following schedule:          



The Common Stock is non-transferable in the taxpayer’s hands, by virtue of language
to that effect stamped on the stock certificate.



6. Fair market value of the property:

The fair market value at the time of transfer (determined without regard to
any restrictions other than restrictions that by their terms will never lapse)
of the property with respect to which this election is being made is
$      per share.



7. Amount paid for the property:

The amount paid by the taxpayer for said property is $.01 per share.



8. Furnishing statement to employer:

A copy of this statement has been furnished to                     .



Date:                                                              



Signature



 




Printed Name



 



This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Restricted Stock Grant. This
filing should be made by registered or certified mail, return receipt requested.
The taxpayer must retain two (2) copies of the completed form for filing with his
or her Federal and state tax returns for the current tax year and an additional
copy for his or her records.