**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 suchindividuals to increase their ownership in the Company’s Class A common stock, par value $.01 pershare (the “Common Stock”). Capitalized terms in the Plan or in any agreement evidencing an awardgranted under the Plan shall have the meaning assigned to such terms in the Plan, except to theextent 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 ofDirectors of the Company (“Board of Directors”) or by any other committee appointed by the Board ofDirectors of the Company to administer the Plan (the “Committee”); provided that the Board ofDirectors 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 doso. The number of individuals that shall constitute the Committee shall be determined from time totime by a majority of all the members of the Board of Directors, and, unless that majority of theBoard of Directors determines otherwise, shall consist of not less than two (2) members who shallbe “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 thePlan:
          (i) to establish such rules and regulations as it deems necessary for the properadministration of the Plan;
          (ii) to make all determinations permitted or deemed necessary, appropriate, or advisable forthe administration of the Plan;
          (iii) to interpret the terms and conditions of the Plan and any agreement evidencing an awardgranted under the Plan; and
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          (iv) to perform all other acts, exercise all other powers, and establish any other proceduresdetermined by the Committee to be necessary, appropriate, advisable, in its sole discretion, forthe 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 awardgranted under the Plan shall be binding and conclusive on all individuals and their legalrepresentatives.
     (c) Indemnification. No member of the Committee and no employee of the Company shall beliable 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 othermember or employee or by any agent to whom duties in connection with the administration of thisPlan have been delegated. The Company shall indemnify members of the Committee and any agent of theCommittee who is an employee of the Company against any and all liabilities or expenses to whichthey may be subjected by reason of any act or failure to act with respect to their duties on behalfof the Plan, except in circumstances involving such person’s bad faith, gross negligence or willfulmisconduct.
     (d) Delegation and Advisers. The Committee may delegate to one or more of its members, or toone or more agents, such administrative duties as it may deem advisable, and the Committee, or anyperson to whom it has delegated duties as aforesaid, may employ one or more persons to renderadvice with respect to any responsibility the Committee or such person may have under the Plan. TheCommittee may employ such legal or other counsel, consultants and agents as it may deem desirablefor the administration of the Plan and may rely upon any opinion or computation received from anysuch counsel, consultant or agent. Expenses incurred by the Committee in the engagement of suchcounsel, 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 Companyand who is not eligible to participate in the LIN TV Corp. Amended and Restated 2002 Stock Plan, asamended (including any successor thereto), shall be eligible to participate in the Plan (“EligibleNon-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 aStock 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 (“StockOptions”) in accordance with the terms described herein and subject to the terms of the writtenagreement 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-qualifiedstock options.
     (b) The Plan provides for the grant of awards with respect to shares of Common Stock (“StockAwards”), 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 Participantevidencing 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 bythe Board of Directors, and no member of the Committee may approve the grant of a Stock Option orStock Award to himself. Eligibility to participate in the Plan shall not entitle an EligibleNon-Employee Director to receive a Stock Option or Stock Award prior to the date such Stock Optionor Stock Award is granted under the Plan. The granting of any Stock Option or Stock Award under thePlan shall not be deemed to either entitle a Participant to receive or to disqualify a Participantfrom 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 toStock Options or Stock Awards granted under the Plan shall be 400,000 shares of Common Stock, whichmay be authorized and unissued or treasury shares, subject to any adjustments made in accordancewith Section 8 hereof.
     (b) Additional Shares. Any shares of Common Stock subject to a Stock Option that for anyreason is cancelled, expires, forfeited, or terminates without having been exercised, or any sharesof Common Stock subject to a Stock Award that is cancelled, expires, forfeited, or terminateswithout payment, if any, having been made by the Participant for such shares of Common Stock shallagain 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 StockOption with respect to 10,000 shares of Common Stock effective as of the first Option Grant Datefollowing 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 toserve (after his election to the Board of Directors) as an Eligible Non-Employee Director after theadjournment of an Annual Meeting of Stockholders of the Company shall be granted a Stock Optionexercisable 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 9,000shares of Common Stock thereafter.
     (c) Option Grant Date. The “Option Grant Date” shall be the first Friday following the AnnualMeeting of Stockholders of the Company; provided, however, that if, on such date, the GeneralCounsel of the Company determines, in his sole discretion, that the Company is in possession ofmaterial, undisclosed information about the Company, then the annual grant of Stock Options toEligible Non-Employee Directors shall be suspended until the second business day after publicdissemination of such information and the Option Grant Date of such Stock Options shall be suchdate.
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     (d) Exercise Price. Each Stock Option granted hereunder shall have a per-share exercise priceequal to the Fair Market Value of a share of Common Stock on the Option Grant Date for such StockOption.
     (e) Payment of Exercise Price. In no event shall any shares of Common Stock be issuedpursuant to the exercise of a Stock Option until the Participant has made full payment for theshares of Common Stock (including payment of the exercise price and any taxes required to bewithheld 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 asthe Committee may from time to time designate. The Participant also shall pay to the Company anamount determined by the Company to be sufficient to pay any applicable federal or statewithholding taxes imposed as a result of the exercise of the Stock Option. In the sole discretionof the Committee, a Participant may make payment of either or both of the exercise price and anyrequired federal or state withholding taxes, in whole or in part, by delivering shares of CommonStock to the Company. The Committee may impose such limitations and restrictions on payments withshares of Common Stock as the Committee, in its sole discretion, deems advisable. However, to theextent the Participant is permitted to deliver shares of Common Stock to pay any portion of theexercise price, the Participant must have owned the shares of Common Stock for at least six monthsas of the delivery date.
     (f) Vesting. A Stock Option may be exercised to the extent the Stock Option is vested. Unlessotherwise 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 thevesting schedule set forth below, unless vesting is accelerated pursuant to Section 6(g) or Section8(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 orexpired, a Stock Option shall become 100% vested and exercisable effective as of the date anEligible Non-Employee Director ceases to provide services as an Eligible Non-Employee Director ofthe 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-EmployeeDirector of the Company on or after (i) the date on which an Eligible Non-Employee Director attainsage 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 ofservice 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 onthe 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 EligibleNon-Employee Director.
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     (i) Exchange Programs. The Committee may, without stockholder approval, cancel anyoutstanding Stock Option and grant in exchange therefor a new Stock Option or Stock Award coveringthe same or a different number of shares of Common Stock and having an exercise price per sharelower 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 sharesof Common Stock issued or transferred to an Eligible Non-Employee Director with or without paymentstherefor. A Stock Award shall be construed as an offer by the Company to the Participant topurchase the number of shares of Common Stock subject to the Stock Award at the purchase price, ifany, established therefor.
     (b) Payment of the Purchase Price. If the Stock Award Agreement requires payment for sharesof Common Stock acquired pursuant to the Stock Award, the purchase price of any shares of CommonStock subject to the Stock Award may be paid in any manner authorized by the Committee, which mayinclude any manner authorized under the Plan for the payment of the exercise price of a StockOption.
     (c) Additional Terms. Stock Awards shall be subject to such terms and conditions as theCommittee determines, in its sole discretion, to be appropriate, including restrictions on the saleor other disposition of shares of Common Stock acquired pursuant to the Stock Award and the rightof the Company to reacquire such shares for no consideration on or after the termination of theParticipant’s service with the Company. The Committee may require the Participant to deliver a dulysigned stock power, endorsed in blank, relating to the shares of Common Stock subject to a StockAward. The Committee may also require that the stock certificates evidencing shares of Common Stocksubject to a Stock Award be held in custody or bear restrictive legends until the restrictionsthereon shall have lapsed.
     (d) Rights as a Shareholder. The Stock Award Agreement shall specify whether the Participantshall have, with respect to shares of Common Stock subject to the Stock Award, all of the rights ofa holder of shares of Common Stock, including the right to receive dividends and to vote the sharesof 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 theadjournment of an Annual Meeting of Stockholders of the Company shall be granted a Stock Awardequal 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 throughmerger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stocksplit, split up, spin-off, combination of shares, exchange of shares, dividend in kind or otherlike change in capital structure or distribution (other than normal cash dividends) to stockholdersof 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 outstandingStock Option, and the exercise price of a Stock Option shall be adjusted, as may be deemedappropriate 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 Stockdescribed in subsection (a) above, the Committee may specify the effect of such change on StockAwards under the Plan.
     (c) Effect of a Change of Control. If (1) a Change of Control shall occur, (2) the Companyshall enter into an agreement providing for a Change of Control, or (3) any member of the HMC Groupshall enter into an agreement providing for a Change of Control, then the Committee may declare anyor all Stock Options outstanding under the Plan to be exercisable in full, to the extent such StockOptions 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 maydeclare that any restrictions applicable to any Stock Award shall completely lapse (to the extentnot then lapsed), at such time or times as the Committee shall determine, notwithstanding the termsof any Stock Award Agreement. Each Stock Option the vesting of which is accelerated by theCommittee pursuant to the preceding sentence shall terminate, notwithstanding any express provisionthereof or any other provision of the Plan, on such date (not later than the stated expiration dateof 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 tooccur of the following events: (i) any sale, lease, exchange, or other transfer (in one transactionor series of related transactions) of all or substantially all of the assets of the Company to anyPerson or group of related Persons for purposes of Section 13(d) of the Exchange Act other than oneor more members of the HMC Group, (ii) a majority of the Board of Directors of the Company shallconsist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person orGroup (other than one or more members of the HMC Group) of the power, directly or indirectly, tovote or direct the voting of securities having more than 50% of the ordinary voting power for theelection of directors of the Company.
          (ii) “HMC Group” shall mean Hicks, Muse, Tate & Furst Incorporated, its affiliates and theirrespective employees, officers, and directors (and members of their respective families and trustsfor the primary benefit of such family members). An affiliate of Hicks, Muse, Tate & FurstIncorporated shall mean, any individual or legal entity that directly, or indirectly through one ormore 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 thePlan or any rights or interests therein shall be assignable or transferable by a Participant exceptby will or the laws of descent and distribution, and during the lifetime of a Participant, StockOptions 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 wholeor in part, during the Participant’s lifetime to one or more members of the Participant’s immediatefamily or to a trust established exclusively for one or more such family members, and the extent ofsuch permission shall be enumerated in the Participant’s Option Agreement. The transferred portionof the Stock Option may be exercised only by the person or persons who acquire a proprietaryinterest in the Stock Option pursuant to the transfer. The terms applicable to the transferredportion of the Stock Option shall be the same as those in effect for the Stock Option under theParticipant’s Option Agreement immediately prior to the transfer. The Committee may impose on anytransferable Stock Option such limitations and conditions as the Committee deems appropriate in itssole discretion. Any attempt to transfer a Stock Option in violation of this Section 9 shall benull 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 MarketValue” shall mean the closing price of a share of Common Stock on the determination date (or on thelast preceding trading date if Common Stock was not traded on the determination date) if theCompany’s Common Stock is readily tradable on a national securities exchange or other marketsystem, and if the Company’s Common Stock is not readily tradable, Fair Market Value shall mean theamount determined in good faith by the Committee as the fair market value of a share of CommonStock.
11. WITHHOLDING
By acceptance of a Stock Option or a Stock Award, a Participant shall be deemed to (i) agree toreimburse the Company for any federal, state, or local taxes or other amounts required by anygovernment to be withheld or otherwise deducted by such corporation in respect of the Participant’sexercise of all or a portion of the Stock Option, the grant of a Stock Award, or the lapse of anyrestrictions related to a Stock Award; (ii) authorize the Company to withhold from any cashcompensation paid to the Participant or in the Participant’s behalf, an amount sufficient todischarge any federal, state, and local taxes or other amounts required to be withheld by theCompany, and which otherwise has not been paid by the Participant, in respect of the Participant’sexercise of all or a portion of a Stock Option or the grant of or lapse of any restrictions relatedto a Stock Award; and (iii) agree that the Company may, in its discretion, hold the stockcertificate to which the Participant is entitled upon exercise of the Stock Option (or refuse torelease from escrow certificate related to any restricted Stock Award), until cash sufficient topay that liability has been accumulated, and may, in its discretion, effect such withholding byretaining shares issuable upon the exercise of the Stock Option having a Fair Market Value on thedate 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 tosatisfy the withholding requirement.
12. TENURE
Nothing contained in the Plan, any Option Agreement, or any Stock Award Agreement shall affect, orbe construed as affecting, the terms of relationship between the Company and any EligibleNon-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 toretain the services of any individual.
13. UNFUNDED PLAN
Participants shall have no right, title, or interest whatsoever in or to any investments which theCompany may make to aid it in meeting its obligations under the Plan. Nothing contained in thePlan, and no action taken pursuant to its provisions, shall create or be construed to create atrust 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 aright to receive payments from the Company under the Plan, such right shall be no greater than theright of an unsecured general creditor of the Company. All payments to be made hereunder shall bepaid from the general funds of the Company and no special or separate fund shall be established andno segregation of assets shall be made to assure payment of such amounts except as expressly setforth in the Plan. The Plan is not intended to be subject to the Employee Retirement IncomeSecurity Act of 1974, as amended.
14. NO FRACTIONAL SHARES
No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. TheCommittee shall determine whether cash, or Options, or other property shall be issued or paid inlieu of fractional shares or whether such fractional shares of Common Stock or any rights theretoshall 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 shareholderwith respect to shares of Common Stock covered by a Stock Option or Stock Award until the issuanceof an unrestricted stock certificate to the Participant with respect to such shares. No adjustmentshall be made for dividends or other rights for which the record date is prior to the issuance ofsuch unrestricted stock certificate.
16. DURATION, AMENDMENT AND TERMINATION
     (a) Duration. No Stock Option shall be granted after May 1, 2012 but Stock Options grantedprior to that date shall continue to become exercisable, and may be exercised, according to theirterms.
     (b) Amendment and Termination. Except as provided in Section 16(c) herein, the Plan may beterminated 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 anypreviously-granted Stock Option or Stock Award outstanding as of the effective date of such Planamendment without the Participant’s consent, to the extent such amendment would materially andadversely 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 approvesuch 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 ofapplicable law or regulation.
17. GOVERNING LAW
The validity and construction of the Plan and any agreement evidencing the grant of a Stock Optionor Stock Award thereunder shall be governed by the laws of the State of Delaware, excluding anyconflicts or choice of law rules or principles that might otherwise refer construction orinterpretation of any provision of the Plan or any such agreement to the substantive law of anotherjurisdiction, 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”). ThePlan shall be effective as of May 4, 2005, and shall be void ab initio if not approved by thestockholders of the Company within twelve months thereafter and, in such case, the terms of theOriginal Plan shall remain in full force effect. Any Stock Option or Stock Award granted under theOriginal 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 beexercised prior to such stockholder approval. Any Stock Option or Stock Award granted under thePlan prior to such approval of stockholders, shall be effective as of the grant date (unless theCommittee specifies otherwise at the time of grant), but no such Stock Option may be exercised normay such Stock Award be deemed valid, as the case may be, prior to such stockholder approval, andif stockholders fail to approve the Plan as specified hereunder, any such Stock Option or StockAward shall be null and void as of the grant date.
Amended and Restated 2002Non-Employee Director Stock Plan,approved by the Board of Directors on March 16, 2005and 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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