exv10w8



 






Exhibit 10.8




LIN TV CORP.




AMENDED AND RESTATED




2002 NON-EMPLOYEE DIRECTOR




STOCK PLAN




EFFECTIVE AS OF MAY 4, 2005


 



 


 


 


 


 


 



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LIN TV CORP.




AMENDED AND RESTATED




2002 NON-EMPLOYEE DIRECTOR STOCK PLAN



1. PURPOSE



The purpose of the LIN TV Corp. Amended and Restated 2002 Non-Employee Director Stock Plan (“Plan”)
is to attract highly qualified individuals who are not current employees of LIN TV Corp. (the
“Company”) to serve as members of the Board of Directors of the Company and to enable such
individuals to increase their ownership in the Company’s Class A common stock, par value $.01 per
share (the “Common Stock”). Capitalized terms in the Plan or in any agreement evidencing an award
granted under the Plan shall have the meaning assigned to such terms in the Plan, except to the
extent the context requires a different construction. In any necessary construction of the Plan,
the masculine shall include the feminine and the singular shall include the plural and vice versa.



2. ADMINISTRATION




     (a) Committee. The Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company (“Board of Directors”) or by any other committee appointed by the Board of
Directors of the Company to administer the Plan (the “Committee”); provided that the Board of
Directors shall act as the Committee if no such committee is appointed by the Board of Directors;
further provided that, the entire Board of Directors may act as the Committee if it chooses to do
so. The number of individuals that shall constitute the Committee shall be determined from time to
time by a majority of all the members of the Board of Directors, and, unless that majority of the
Board of Directors determines otherwise, shall consist of not less than two (2) members who shall
be “non-employee directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



     (b) Authority. The Committee shall have full and final authority, subject to the terms of the
Plan:



          (i) to establish such rules and regulations as it deems necessary for the proper
administration of the Plan;



          (ii) to make all determinations permitted or deemed necessary, appropriate, or advisable for
the administration of the Plan;



          (iii) to interpret the terms and conditions of the Plan and any agreement evidencing an award
granted under the Plan; and



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          (iv) to perform all other acts, exercise all other powers, and establish any other procedures
determined by the Committee to be necessary, appropriate, advisable, in its sole discretion, for
the administration of the Plan or for the conduct of the Committee’s business.


All determinations and interpretations made by the Committee with respect to the Plan or an award
granted under the Plan shall be binding and conclusive on all individuals and their legal
representatives.




     (c) Indemnification. No member of the Committee and no employee of the Company shall be
liable for any act or failure to act hereunder, except in circumstances involving his bad faith,
gross negligence or willful misconduct, or for any act or failure to act hereunder by any other
member or employee or by any agent to whom duties in connection with the administration of this
Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the
Committee who is an employee of the Company against any and all liabilities or expenses to which
they may be subjected by reason of any act or failure to act with respect to their duties on behalf
of the Plan, except in circumstances involving such person’s bad faith, gross negligence or willful
misconduct.



     (d) Delegation and Advisers. The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and the Committee, or any
person to whom it has delegated duties as aforesaid, may employ one or more persons to render
advice with respect to any responsibility the Committee or such person may have under the Plan. The
Committee may employ such legal or other counsel, consultants and agents as it may deem desirable
for the administration of the Plan and may rely upon any opinion or computation received from any
such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such
counsel, consultant or agent shall be paid by the Company.



3. ELIGIBILITY



Each active member of the Company’s Board of Directors who is not a current employee of the Company
and who is not eligible to participate in the LIN TV Corp. Amended and Restated 2002 Stock Plan, as
amended (including any successor thereto), shall be eligible to participate in the Plan (“Eligible
Non-Employee Director”). An Eligible Non-Employee Director shall become a participant in the Plan
(“Participant”) upon his execution of an Option Agreement (as defined in Section 4(a) herein) or a
Stock Award Agreement (as defined in Section 4(b) herein).




4. AWARDS




     (a) The Plan provides for the grant of rights to purchase shares of Common Stock (“Stock
Options”) in accordance with the terms described herein and subject to the terms of the written
agreement executed by the Company and the Participant evidencing the grant of such Stock Option
(“Option Agreement”). Stock Options granted under the Plan shall be designated as non-qualified
stock options.



     (b) The Plan provides for the grant of awards with respect to shares of Common Stock (“Stock
Awards”), as described in Section 7 herein. Each Stock Award shall be subject to



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the terms of the Plan and the written agreement executed by the Company and the Participant
evidencing the grant of such Stock Award (“Stock Award Agreement”).



     (c) Any Stock Option or Stock Award granted to a member of the Committee shall be approved by
the Board of Directors, and no member of the Committee may approve the grant of a Stock Option or
Stock Award to himself. Eligibility to participate in the Plan shall not entitle an Eligible
Non-Employee Director to receive a Stock Option or Stock Award prior to the date such Stock Option
or Stock Award is granted under the Plan. The granting of any Stock Option or Stock Award under the
Plan shall not be deemed to either entitle a Participant to receive or to disqualify a Participant
from receiving any other Stock Option or Stock Award under the Plan.



5. COMMON STOCK RESERVED UNDER THE PLAN




     (a) Basic Limitations. The aggregate number of shares of Common Stock that may be subject to
Stock Options or Stock Awards granted under the Plan shall be 400,000 shares of Common Stock, which
may be authorized and unissued or treasury shares, subject to any adjustments made in accordance
with Section 8 hereof.



     (b) Additional Shares. Any shares of Common Stock subject to a Stock Option that for any
reason is cancelled, expires, forfeited, or terminates without having been exercised, or any shares
of Common Stock subject to a Stock Award that is cancelled, expires, forfeited, or terminates
without payment, if any, having been made by the Participant for such shares of Common Stock shall
again be available for the grant of Stock Options or Stock Awards under the Plan.



6. OPTIONS




     (a) Initial Grant. Each newly-elected Eligible Non-Employee Director shall be granted a Stock
Option with respect to 10,000 shares of Common Stock effective as of the first Option Grant Date
following the date of his election to the Board of Directors, subject to Section 18 herein.



     (b) Subsequent Grants. Each Eligible Non-Employee Director who is reelected or continues to
serve (after his election to the Board of Directors) as an Eligible Non-Employee Director after the
adjournment of an Annual Meeting of Stockholders of the Company shall be granted a Stock Option
exercisable for that number of shares of Common Stock equal to one-third of the Base Amount,
subject to Section 18 herein. “Base Amount” shall mean 4,000 shares of Common Stock in 2005,
increasing to 9,000 shares of Common Stock over the following three years and remaining at 9,000
shares of Common Stock thereafter.



     (c) Option Grant Date. The “Option Grant Date” shall be the first Friday following the Annual
Meeting of Stockholders of the Company; provided, however, that if, on such date, the General
Counsel of the Company determines, in his sole discretion, that the Company is in possession of
material, undisclosed information about the Company, then the annual grant of Stock Options to
Eligible Non-Employee Directors shall be suspended until the second business day after public
dissemination of such information and the Option Grant Date of such Stock Options shall be such
date.



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     (d) Exercise Price. Each Stock Option granted hereunder shall have a per-share exercise price
equal to the Fair Market Value of a share of Common Stock on the Option Grant Date for such Stock
Option.



     (e) Payment of Exercise Price. In no event shall any shares of Common Stock be issued
pursuant to the exercise of a Stock Option until the Participant has made full payment for the
shares of Common Stock (including payment of the exercise price and any taxes required to be
withheld by the Company in connection with the exercise of the Stock Option).


The exercise price shall be payable in United States dollars in cash or by check or in such form as
the Committee may from time to time designate. The Participant also shall pay to the Company an
amount determined by the Company to be sufficient to pay any applicable federal or state
withholding taxes imposed as a result of the exercise of the Stock Option. In the sole discretion
of the Committee, a Participant may make payment of either or both of the exercise price and any
required federal or state withholding taxes, in whole or in part, by delivering shares of Common
Stock to the Company. The Committee may impose such limitations and restrictions on payments with
shares of Common Stock as the Committee, in its sole discretion, deems advisable. However, to the
extent the Participant is permitted to deliver shares of Common Stock to pay any portion of the
exercise price, the Participant must have owned the shares of Common Stock for at least six months
as of the delivery date.




     (f) Vesting. A Stock Option may be exercised to the extent the Stock Option is vested. Unless
otherwise determined by the Committee at the time of grant and as provided in an Option Agreement,
a Stock Option granted under the Plan shall become vested and exercisable in accordance with the
vesting schedule set forth below, unless vesting is accelerated pursuant to Section 6(g) or Section
8(c) herein.



	 	 	 	 	 
	 	 	PERCENTAGE OF GRANT	 	 
	 	 	VESTED AND EXERCISABLE	 	VESTING DATE
	 
	 	 	 	 
	

	 	          25%
	 	1st anniversary of grant date
	 
	 	 	 	 
	

	 	          25%
	 	2nd anniversary of grant date
	 
	 	 	 	 
	

	 	          25%
	 	3rd anniversary of grant date
	 
	 	 	 	 
	

	 	          25%
	 	4th anniversary of grant date






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     (g) Acceleration of Vesting. To the extent a Stock Option has not previously vested or
expired, a Stock Option shall become 100% vested and exercisable effective as of the date an
Eligible Non-Employee Director ceases to provide services as an Eligible Non-Employee Director of
the Company, provided that such cessation of service occurs as a result of his death or Retirement.
For purposes of the Plan, “Retirement” shall mean cessation of service as an Eligible Non-Employee
Director of the Company on or after (i) the date on which an Eligible Non-Employee Director attains
age 60 with ten (10) or more years of service with the Company as a Non-Employee Director or (ii)
the date on which an Eligible Non-Employee Director attains age 65 with five (5) or more years of
service with the Company as an Eligible Non-Employee Director.



     (h) Term of Stock Options. A Stock Option granted under the Plan shall terminate or expire on
the earlier to occur of the following, subject to Section 8(c) herein:



          (i) Ten (10) years after the Option Grant Date; or



          (ii) Three (3) months after the date of an individual’s cessation of service as an Eligible
Non-Employee Director.



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     (i) Exchange Programs. The Committee may, without stockholder approval, cancel any
outstanding Stock Option and grant in exchange therefor a new Stock Option or Stock Award covering
the same or a different number of shares of Common Stock and having an exercise price per share
lower than the then-current exercise price per share of the cancelled Stock Option.



7. STOCK AWARDS




     (a) Generally. The Committee may, in its discretion, grant Stock Awards consisting of shares
of Common Stock issued or transferred to an Eligible Non-Employee Director with or without payments
therefor. A Stock Award shall be construed as an offer by the Company to the Participant to
purchase the number of shares of Common Stock subject to the Stock Award at the purchase price, if
any, established therefor.



     (b) Payment of the Purchase Price. If the Stock Award Agreement requires payment for shares
of Common Stock acquired pursuant to the Stock Award, the purchase price of any shares of Common
Stock subject to the Stock Award may be paid in any manner authorized by the Committee, which may
include any manner authorized under the Plan for the payment of the exercise price of a Stock
Option.



     (c) Additional Terms. Stock Awards shall be subject to such terms and conditions as the
Committee determines, in its sole discretion, to be appropriate, including restrictions on the sale
or other disposition of shares of Common Stock acquired pursuant to the Stock Award and the right
of the Company to reacquire such shares for no consideration on or after the termination of the
Participant’s service with the Company. The Committee may require the Participant to deliver a duly
signed stock power, endorsed in blank, relating to the shares of Common Stock subject to a Stock
Award. The Committee may also require that the stock certificates evidencing shares of Common Stock
subject to a Stock Award be held in custody or bear restrictive legends until the restrictions
thereon shall have lapsed.



     (d) Rights as a Shareholder. The Stock Award Agreement shall specify whether the Participant
shall have, with respect to shares of Common Stock subject to the Stock Award, all of the rights of
a holder of shares of Common Stock, including the right to receive dividends and to vote the shares
of Common Stock.



     (e) Annual Grants. Each Eligible Non-Employee Director who is reelected or continues to serve
(after his election to the Board of Directors) as an Eligible Non-Employee Director after the
adjournment of an Annual Meeting of Stockholders of the Company shall be granted a Stock Award
equal to (i) two-thirds of the Base Amount, divided by (ii) three, subject to Section 18 herein.



8. ADJUSTMENT PROVISIONS; CHANGE OF CONTROL




     (a) Adjustment Generally. If there shall be any change in the shares of Common Stock through
merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock
split, split up, spin-off, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash dividends) to stockholders
of the Company, the number of shares of Common Stock reserved under the Plan as



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set forth in Section 5(a) herein, the number and kind of shares issuable under an outstanding
Stock Option, and the exercise price of a Stock Option shall be adjusted, as may be deemed
appropriate by the Committee, to reflect such change in the shares of Common Stock.



     (b) Adjustment to Stock Awards. In the event of any change in the shares of Common Stock
described in subsection (a) above, the Committee may specify the effect of such change on Stock
Awards under the Plan.



     (c) Effect of a Change of Control. If (1) a Change of Control shall occur, (2) the Company
shall enter into an agreement providing for a Change of Control, or (3) any member of the HMC Group
shall enter into an agreement providing for a Change of Control, then the Committee may declare any
or all Stock Options outstanding under the Plan to be exercisable in full, to the extent such Stock
Options were not previously exercisable, at such time or times as the Committee shall determine,
notwithstanding the express provisions of any Option Agreement; similarly, the Committee may
declare that any restrictions applicable to any Stock Award shall completely lapse (to the extent
not then lapsed), at such time or times as the Committee shall determine, notwithstanding the terms
of any Stock Award Agreement. Each Stock Option the vesting of which is accelerated by the
Committee pursuant to the preceding sentence shall terminate, notwithstanding any express provision
thereof or any other provision of the Plan, on such date (not later than the stated expiration date
of such Stock Option) as the Committee shall determine.



     (d) Definitions.



          (i) “Change of Control” of the Company shall mean, for purposes of the Plan, the first to
occur of the following events: (i) any sale, lease, exchange, or other transfer (in one transaction
or series of related transactions) of all or substantially all of the assets of the Company to any
Person or group of related Persons for purposes of Section 13(d) of the Exchange Act other than one
or more members of the HMC Group, (ii) a majority of the Board of Directors of the Company shall
consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or
Group (other than one or more members of the HMC Group) of the power, directly or indirectly, to
vote or direct the voting of securities having more than 50% of the ordinary voting power for the
election of directors of the Company.



          (ii) “HMC Group” shall mean Hicks, Muse, Tate & Furst Incorporated, its affiliates and their
respective employees, officers, and directors (and members of their respective families and trusts
for the primary benefit of such family members). An affiliate of Hicks, Muse, Tate & Furst
Incorporated shall mean, any individual or legal entity that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with Hicks, Muse,
Tate & Furst Incorporated.



9. NONTRANSFERABILITY



Except as otherwise expressly provided in the Option Agreement, no Stock Option granted under the
Plan or any rights or interests therein shall be assignable or transferable by a Participant except
by will or the laws of descent and distribution, and during the lifetime of a Participant, Stock
Options granted to him under the Plan shall be exercisable only by the Participant. The


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Committee may, on a case by case basis, permit a Participant to transfer a Stock Option, in whole
or in part, during the Participant’s lifetime to one or more members of the Participant’s immediate
family or to a trust established exclusively for one or more such family members, and the extent of
such permission shall be enumerated in the Participant’s Option Agreement. The transferred portion
of the Stock Option may be exercised only by the person or persons who acquire a proprietary
interest in the Stock Option pursuant to the transfer. The terms applicable to the transferred
portion of the Stock Option shall be the same as those in effect for the Stock Option under the
Participant’s Option Agreement immediately prior to the transfer. The Committee may impose on any
transferable Stock Option such limitations and conditions as the Committee deems appropriate in its
sole discretion. Any attempt to transfer a Stock Option in violation of this Section 9 shall be
null and void and shall be disregarded by the Company.




10. FAIR MARKET VALUE



For purposes of the Plan and any Stock Options or Stock Awards granted hereunder, “Fair Market
Value” shall mean the closing price of a share of Common Stock on the determination date (or on the
last preceding trading date if Common Stock was not traded on the determination date) if the
Company’s Common Stock is readily tradable on a national securities exchange or other market
system, and if the Company’s Common Stock is not readily tradable, Fair Market Value shall mean the
amount determined in good faith by the Committee as the fair market value of a share of Common
Stock.




11. WITHHOLDING



By acceptance of a Stock Option or a Stock Award, a Participant shall be deemed to (i) agree to
reimburse the Company for any federal, state, or local taxes or other amounts required by any
government to be withheld or otherwise deducted by such corporation in respect of the Participant’s
exercise of all or a portion of the Stock Option, the grant of a Stock Award, or the lapse of any
restrictions related to a Stock Award; (ii) authorize the Company to withhold from any cash
compensation paid to the Participant or in the Participant’s behalf, an amount sufficient to
discharge any federal, state, and local taxes or other amounts required to be withheld by the
Company, and which otherwise has not been paid by the Participant, in respect of the Participant’s
exercise of all or a portion of a Stock Option or the grant of or lapse of any restrictions related
to a Stock Award; and (iii) agree that the Company may, in its discretion, hold the stock
certificate to which the Participant is entitled upon exercise of the Stock Option (or refuse to
release from escrow certificate related to any restricted Stock Award), until cash sufficient to
pay that liability has been accumulated, and may, in its discretion, effect such withholding by
retaining shares issuable upon the exercise of the Stock Option having a Fair Market Value on the
date of exercise which is equal to the amount to be withheld or, in the case of a Stock Award,
require the Participant to return to the Company a number of shares of Common Stock sufficient to
satisfy the withholding requirement.




12. TENURE



Nothing contained in the Plan, any Option Agreement, or any Stock Award Agreement shall affect, or
be construed as affecting, the terms of relationship between the Company and any Eligible
Non-Employee Director. Nothing contained in the Plan, any Option Agreement, or any


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Stock Award Agreement shall impose, or be construed as imposing, an obligation on the Company to
retain the services of any individual.




13. UNFUNDED PLAN



Participants shall have no right, title, or interest whatsoever in or to any investments which the
Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company and any participant,
beneficiary, legal representative or any other person. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of such amounts except as expressly set
forth in the Plan. The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974, as amended.



14. NO FRACTIONAL SHARES



No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, or Options, or other property shall be issued or paid in
lieu of fractional shares or whether such fractional shares of Common Stock or any rights thereto
shall be forfeited or otherwise eliminated.



15. RIGHTS AS A SHAREHOLDER



Except as otherwise provided by the Committee, a Participant shall have no rights as a shareholder
with respect to shares of Common Stock covered by a Stock Option or Stock Award until the issuance
of an unrestricted stock certificate to the Participant with respect to such shares. No adjustment
shall be made for dividends or other rights for which the record date is prior to the issuance of
such unrestricted stock certificate.



16. DURATION, AMENDMENT AND TERMINATION




     (a) Duration. No Stock Option shall be granted after May 1, 2012 but Stock Options granted
prior to that date shall continue to become exercisable, and may be exercised, according to their
terms.



     (b) Amendment and Termination. Except as provided in Section 16(c) herein, the Plan may be
terminated or amended by the Board of Directors, in whole or in part, at any time.



     (c) Limitations on Amendment. No amendment to the Plan may revoke or alter the terms of any
previously-granted Stock Option or Stock Award outstanding as of the effective date of such Plan
amendment without the Participant’s consent, to the extent such amendment would materially and
adversely affect the Participant’s rights under, or the value of, such Stock Option or Stock Award.
Additionally, no amendment to the Plan shall become effective before the date stockholders approve
such amendment where the absence of such approval would cause



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the Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement of
applicable law or regulation.



17. GOVERNING LAW



The validity and construction of the Plan and any agreement evidencing the grant of a Stock Option
or Stock Award thereunder shall be governed by the laws of the State of Delaware, excluding any
conflicts or choice of law rules or principles that might otherwise refer construction or
interpretation of any provision of the Plan or any such agreement to the substantive law of another
jurisdiction, except to the extent superseded by any applicable federal law.



18. EFFECTIVE DATE



The 2002 Non-Employee Director Plan was effective as of May 1, 2002 (the “Original Plan”). The
Plan shall be effective as of May 4, 2005, and shall be void ab initio if not approved by the
stockholders of the Company within twelve months thereafter and, in such case, the terms of the
Original Plan shall remain in full force effect. Any Stock Option or Stock Award granted under the
Original Plan prior to such approval of stockholders shall be effective as of the grant date
(unless the Committee specifies otherwise at the time of grant), and such Stock Option may be
exercised prior to such stockholder approval. Any Stock Option or Stock Award granted under the
Plan prior to such approval of stockholders, shall be effective as of the grant date (unless the
Committee specifies otherwise at the time of grant), but no such Stock Option may be exercised nor
may such Stock Award be deemed valid, as the case may be, prior to such stockholder approval, and
if stockholders fail to approve the Plan as specified hereunder, any such Stock Option or Stock
Award shall be null and void as of the grant date.


Amended and Restated 2002
Non-Employee Director Stock Plan,

approved by the Board of Directors on March 16, 2005

and by the stockholders on [May 4, 2005.]



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INDEX OF DEFINED TERMS




	 	 	 	 	 
	TERM	 	SECTION WHERE DEFINED OR FIRST USED
	 
	 	 	 	 
	Base Amount
	 	 	6	(b)
	 
	 	 	 	 
	Board of Directors
	 	 	2	(a)
	 
	 	 	 	 
	Change of Control
	 	 	8	(d)(1)
	 
	 	 	 	 
	Committee
	 	 	2	(a)
	 
	 	 	 	 
	Common Stock
	 	 	1	 
	 
	 	 	 	 
	Company
	 	 	1	 
	 
	 	 	 	 
	Effective Date
	 	 	6	 
	 
	 	 	 	 
	Eligible Non-Employee Director
	 	 	3	 
	 
	 	 	 	 
	Exchange Act
	 	 	2	(a)
	 
	 	 	 	 
	Fair Market Value
	 	 	10	 
	 
	 	 	 	 
	HMC Group
	 	 	8	(d)(2)
	 
	 	 	 	 
	Option Agreement
	 	 	4	(a)
	 
	 	 	 	 
	Option Grant Date
	 	 	6	(c)
	 
	 	 	 	 
	Participant
	 	 	3	 
	 
	 	 	 	 
	Plan
	 	 	1	 
	 
	 	 	 	 
	Retirement
	 	 	6	(g)
	 
	 	 	 	 
	Stock Award
	 	 	4	(b)
	 
	 	 	 	 
	Stock Award Agreement
	 	 	4	(b)
	 
	 	 	 	 
	Stock Option
	 	 	4	(a)






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