1996 Employee Non-Qualified Stock Option Plan



 Exhibit 10.14 
  
 MEDIA GENERAL, INC. 
  
 1996 EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN 
  
 Amended as of December 31, 2001 
  
 Media General, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, which, along with its wholly owned subsidiaries,
is hereinafter referred to as the “Company”, has previously adopted the Media General, Inc. 1995 Long-Term Incentive Plan, Amended and Restated as of May 18, 2001 for officers and other salaried employees of the Company (the
“LTIP”). 
  
 Under the terms of the LTIP, the
Compensation and Stock Option Committee of the Board of Directors of the Company (the “Committee”) has the authority to determine and establish the type and number of Awards to be granted, the terms and conditions, including forfeiture
provisions of such Awards, and to select the Participants to receive any such Awards, in each case subject to and consistent with the provisions of the LTIP. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the LTIP. 
  
 1. Purpose. This Employee Non-Qualified
Stock Option Plan (the “Plan”) is intended to advance the interests of the Company by providing its officers and other key executive employees having substantial responsibility for the direction and management of the Company an additional
incentive to promote its success and to encourage them to remain in its employ. 
  
 2. Administration of Plan. The Plan shall be administered by the Committee, which shall consist of two or more directors, all of whom shall be “disinterested persons” under Rule 16b-3 prior to August
15, 1996 and “Non-Employee Directors” under Rule 16b-3 on and after August 15, 1996, as promulgated under the Securities Exchange Act of 1934, and “outside directors” under Section 162(m) of the Code. The Committee shall adopt
such rules and regulations as it deems necessary to carry out the Plan. The Board may from time to time make such changes in and additions to the Plan as it may deem proper in order to accomplish the intentions of the Plan. The interpretation and
construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board, be final and conclusive. 
  
 3. Eligibility. The Committee shall grant Non-Qualified Stock Options (“Options”) only to officers and other key executive employees of
the Company who perform services of major importance in the management, operation and development of the business of the Company (“Optionee”). The Committee shall determine the term of such Options and the number of shares to be allocated
to each Optionee. 
  
 4. Stock. The Board hereby authorizes
the Committee to appropriate and to grant Options for, and to issue and sell for the purposes of the Plan, an aggregate of 2,700,000 shares of the Class A Common Stock of the Company (subject to adjustment as provided hereinafter). Any Options that
expire or are forfeited pursuant to paragraph 6 hereof may be granted in whole or in part to another Optionee by the Committee. The Company shall not be required to issue or deliver any certificate for shares of its stock purchased upon the exercise
of any part of any such Option prior to (1) the admission of such shares to listing on any stock exchange on which the stock of the Company may then be listed, (2) the completion of any registration or other qualification of such shares under any
state or federal 
  

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 law or ruling or regulation of any governmental regulatory body which the Company shall, in its sole discretion,
determine is necessary or advisable, and (3) the receipt by the Board of an opinion of counsel that all applicable legal requirements have been complied with. 
  

5. Price. The purchase price of the shares of stock covered by an Option granted hereunder shall be as determined by the Committee, but such
price shall not be less than the fair market value of such shares covered by an Option on the date such Option is granted. For purposes of the Plan, fair market value shall mean the average of the highest and lowest trading prices at which shares of
the Company’s Class A Common Stock are traded on the date that an Option is granted. 
  
 6. Duration and Exercise of Options. Except as otherwise provided herein, any Option granted under this Plan shall be exercisable during the employment of the Optionee and twelve (12) months thereafter and
during such extended period as may be determined by the Committee. Except as may be determined by the Committee on the date of grant, in the event an Option is not held for three (3) full years from the date the Option is granted such Option may be
exercised only in accordance with the following schedule of time and proportions of the total stock subject thereto: 
  

			
	Option held less than one (1) year	 	up to 0% of total
	 	 	 
		
	Option held one (1) year or more	 	up to 33 1/3% of
total
	 	 	 
		
	Option held two (2) years or more	 	up to 66 2/3% of
total

  
 provided, however, that such vesting
shall cease (except pursuant to the following two paragraphs) upon termination of employment and further provided that no fractional shares shall be issued. 
  
 In the event of the death of the Optionee while employed by the Company, any Option held by such Optionee may be exercised in full without regard to the
length of time the Option has been held by said Optionee by the legatees, personal representatives or distributees of the Optionee within one year of the date of the Optionee’s death. 
  
 In the event of the termination of the Optionee’s employment by reason
of his retirement after at least ten years of service with the Company and after attaining age fifty-five (55), or by reason of his disability at any age, then such Optionee may, within twelve (12) months after such termination of employment, or
such extended period as may be determined by the Committee, exercise any Option granted under the Plan in full without regard to the length of time the Option shall have been held by said Optionee. 
  
 Notwithstanding any provision to the contrary contained herein, unless the
Board specifically extends the period during which any Option granted under this Section 6 may be exercised, such option shall expire and be forfeited on the date that is ten (10) years from the date such Option is granted. 
  
 The exercise of any Option and delivery of the Option shares shall be
contingent upon receipt by the Company of’ the full purchase price of such Option shares in cash and upon payment of all federal and state withholding taxes required by law. 
  
 7. Non-transferability of Options. An Option shall not be transferable otherwise than by will or the laws of descent
and distribution. 
  

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 8. Effect of Stock Dividends, Stock Splits, etc. The Committee shall make appropriate adjustments
in the price of the shares and the number allotted or subject to allotment if there are any changes in the outstanding shares of Class A Common Stock of the Company by reason of stock dividends, stock splits, recapitalizations, mergers, or
consolidation. In addition, in the case of merger, consolidation, dissolution or liquidation, the expiration date and the time at which any Option granted under this Plan may or must be exercised may be accelerated by the Board. 
  
 9. Expiration and Termination of the Plan. Options may be granted
under the Plan at any time until the Plan shall be terminated by the Board or the Stockholders of Media General, Inc. 
  
 10. Waiver of Vesting and Benefit Accrual Limitations. The Committee may, in its sole discretion, waive, modify or amend all or any portion of the
provisions of the Plan that have the effect of limiting the right of a Participant to exercise any option granted under the Plan. Such action by the Committee may be made on a case by case basis or may be made with respect to all Optionees.

  

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