exv10w14






Exhibit 10.14




EMMIS COMMUNICATIONS CORPORATION

2004 EQUITY COMPENSATION PLAN AS AMENDED AND RESTATED IN 2008




     1. Purpose. The primary purposes of the Plan are to provide equity compensation in lieu of
cash compensation for employees, officers, directors and independent contractors of the Company and
its subsidiaries, to increase employee, officer, director and independent contractor stock
ownership opportunities and to improve the Company’s ability to attract and retain a team of
outstanding employees, officers, directors and independent contractors.



     2. Definitions. As used in the Plan, terms defined parenthetically immediately after their
use have the respective meanings provided by such definitions and the terms set forth below have
the following meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):



          “Affiliate” means, with respect to a specified person, a person that, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with,
the person specified.




          “Award” means Options, shares of Restricted Stock, Stock Appreciation Rights or Performance
Units granted under the Plan.




          “Award Agreement” has the meaning specified in Section 4(b)(vi).




          “Board” means the Board of Directors of the Company.




          “Cause” means, unless otherwise determined by the Committee, conviction of the Grantee of any
felony or other crime involving dishonesty, fraud or moral turpitude, or the Grantee’s habitual
neglect of his duties; provided, however, that if a Grantee is subject to an employment agreement
with the Company or a Subsidiary, or has a Personal Services Contract , “cause” shall mean any
breach of such agreement or contract by the Grantee giving the Company or a Subsidiary the right to
terminate the agreement or contract.




          “Change in Control” means any of the following: (i) any person or group (other than a
Subsidiary or any employee benefit plan (or any related trust) of the Company or a Subsidiary, and
other than Jeffrey H. Smulyan or an Affiliate of Mr. Smulyan) becomes after the Effective Date the
beneficial owner of 25% or more of either the then outstanding Stock or the combined voting power
of the then outstanding voting securities of the Company entitled to vote in the election of
directors, except that (A) no such person or group shall be deemed to own beneficially any
securities acquired directly from the Company pursuant to a written agreement with the Company
unless such person or group subsequently becomes the beneficial owner of additional Stock or voting
securities of the Company other than pursuant to a written agreement with the Company, and (B) no
Change in Control shall be deemed to have occurred solely by reason of any such acquisition by a
corporation with respect to which, after such acquisition, more than 60% of both the then
outstanding common shares of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote in the election of directors are then
beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the
Stock and voting securities of the Company immediately before such acquisition in substantially the
same proportion as their ownership, immediately before such acquisition, of the outstanding Stock
and the combined voting power of the then outstanding voting securities of the Company entitled to
vote in the election of directors; (ii) individuals who, as of the Effective Date, constitute the
Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the
Board; provided that any individual who becomes a director after the Effective Date whose election,
or nomination for election by the Company’s shareholders, was approved by a vote or written consent
of at least two-thirds of the directors then comprising the Incumbent Directors shall be considered
as though such individual were an Incumbent Director, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Company (as such terms are used
in Rule 14a-11 under the Exchange Act); (iii) approval by the shareholders of the Company of (A) a
merger, reorganization or consolidation with respect to which the individuals and entities who were
the respective beneficial owners of the Stock and voting securities of the Company immediately
before such merger, reorganization or consolidation do not, after such merger, reorganization or
consolidation, beneficially own, directly or indirectly, more than 60% of, respectively, the then
outstanding common



 









 






shares and the combined voting power of the then outstanding voting securities entitled to vote in
the election of directors of the corporation resulting from such merger, reorganization or
consolidation, (B) a liquidation or dissolution of the Company or (C) the sale or other disposition
of all or substantially all of the assets of the Company; or (iv) such other event(s) or
circumstance(s) as are determined by the Committee to constitute a Change in Control.
Notwithstanding the foregoing provisions of this definition, a Change in Control of the Company
shall be deemed not to have occurred with respect to any Grantee, if such Grantee is, by written
agreement executed prior to such Change in Control, a participant on such Grantee’s own behalf in a
transaction in which the persons (or their Affiliates) with whom such Grantee has the written
agreement Acquire the Company (as defined below) and, pursuant to the written agreement, the
Grantee has an equity interest in the resulting entity or a right to acquire such an equity
interest.




          For the purposes of this definition, “Acquire the Company” means the acquisition of beneficial
ownership by purchase, merger, or otherwise, of either more than 50% of the Stock (such percentage
to be computed in accordance with Rule 13d-3(d)(1)(i) of the SEC under the Exchange Act) or
substantially all of the assets of the Company or its successors; “person” means such term as used
in Rule 13d-5 of the SEC under the Exchange Act; “beneficial owner” means such term as defined in
Rule 13d-3 of the SEC under the Exchange Act; and “group” means such term as defined in Section
13(d) of the Exchange Act.




          “Class A Common Stock” means the Class A Common Stock of the Company, par value $.01 per
share.




          “Class B Common Stock” means the Class B Common Stock of the Company, par value $.01 per
share.




          “Code” means the Internal Revenue Code of 1986, as amended, and regulations and rulings
thereunder. References to a particular section of the Code shall include references to successor
provisions.




          “Committee” means the Compensation Committee of the Board or such other committee or
subcommittee appointed by the Board or the Compensation Committee.




          “Company” means Emmis Communications Corporation, an Indiana corporation.




          “Disability” means, with respect to the exercise of an incentive stock option after
Termination of Employment, a disability within the meaning of Section 22(e)(3) of the Code, and for
all other purposes, a mental or physical condition which, in the opinion of the Committee, renders
a Grantee unable or incompetent to carry out the job responsibilities which such Grantee held or
the tasks to which such Grantee was assigned at the time disability was incurred, and which is
expected to be permanent or for an indefinite duration.




          “Effective Date” means June 30, 2004.




          “Eligible Transferee” has the meaning specified in Section 12(b).




          “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to a
particular section of, or rule under, the Exchange Act shall include references to successor
provisions.




          “Fair Market Value” of any security of the Company means, as of any applicable date: (i) if
the security is listed for trading on a national securities exchange or on the NASDAQ Stock Market,
the average of the highest and lowest trading prices of the security as reported by such exchange
or market on such date, or if no reported sales occurred on such date, on the first preceding date
on which a reported sale of the security shall have occurred, or (ii) if the security is not listed
for trading on a national securities exchange or on the NASDAQ Stock Market, the fair market value
of the security as determined by the Committee using the reasonable application of a reasonable
valuation method.




          “Family Member” of a Grantee means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Grantee, including adoptive
relationships, any person sharing the Grantee’s household (other than a tenant or employee), a
trust in which these persons have more than fifty percent (50%) of the beneficial



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interest, a foundation in which these persons (or the Grantee) control the management of assets,
and any other entity in which these persons (or the Grantee) own more than fifty percent (50%) of
the voting interests.




          “Grant Date” means the date of grant of an Award determined in accordance with Section 6.




          “Grantee” means an individual or Personal Service Corporation that has been granted an Award.




          “Incentive Stock Option” means an Award under Section 7(b).




          “including” means “including, without limitation.”




          “Measuring Period” has the meaning specified in Section 10(a)(i)(B).




          “Option” means an Award under Section 7.




          “Option Price” means the per share purchase price of (i) Stock subject to an Option or (ii)
Restricted Stock subject to an Option.




          “Parent” means any corporation, partnership or limited liability company (other than the
Company) in an unbroken chain of corporations, partnerships or limited liability companies ending
with the Company, if at the time of the granting of an Award under the Plan, each of such
corporations, partnerships or limited liability companies other than the Company owns stock,
general partnership interests or membership interests, as the case may be, possessing a majority of
the total combined voting power of all classes of stock, general partnership interests or
membership interests, as the case may be (whether at all times or only so long as no senior class
of securities has such voting power by reason of any contingency), in one of the other
corporations, partnerships or limited liability companies in such chain.




          “Performance Goals” has the meaning specified in Section 10(a)(i).




          “Performance Percentage” has the meaning specified in Section 10(a)(i)(C).




          “Performance Units” means units established by the Committee for purposes of granting an Award
under Section 10.




          “Personal Services Contract” means any written contract or agreement pursuant to which a
corporation, partnership, limited liability company or other entity is to provide to the Company or
a Subsidiary the services of one or more individuals.




          “Personal Service Corporation” means a corporation, partnership, limited liability company or
other entity that has a Personal Services Contract in effect.




          “Plan” means the Emmis Communications Corporation 2004 Equity Compensation Plan.




          “Prior Plans” means the Emmis Communications Corporation 1999 Equity Incentive Plan, the Emmis
Communications Corporation 2001 Equity Incentive Plan and the Emmis Communications Corporation 2002
Equity Compensation Plan.




          “Restricted Stock” means Stock awarded pursuant to Section 8.




          “SEC” means the Securities and Exchange Commission.




          “Stock” means the Class A Common Stock and the Class B Common Stock.




          “Stock Appreciation Rights” means Awards under Section 9.




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          “Subsidiary” means any corporation, partnership or limited liability company (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at the time of the
granting of an Award under the Plan, each of the corporations, partnerships or limited liability
companies other than the last corporation, partnership or limited liability company in the unbroken
chain owns stock, general partnership interests or membership interests, as the case may be,
possessing a majority of the total combined voting power of all classes of stock, general
partnership interests or membership interests, as the case may be (whether at all times or only so
long as no senior class of securities has such voting power by reason of any contingency), in one
of the other corporations, partnerships or limited liability companies in such chain.




          “Termination of Employment” means a cessation of a business relationship with the Company or
its Subsidiaries which occurs (a) with respect to an employee of the Company or a Subsidiary, the
first day an individual is for any reason entitled to severance payments under the Company’s or any
Subsidiary’s personnel policies or is no longer employed by the Company or any of its Subsidiaries,
or, with respect to an individual who is an employee of a corporation constituting a Subsidiary,
the first day such corporation is no longer a Subsidiary, (b) with respect to a director of the
Company, the first day he or she ceases to be a director of the Company, (c) with respect to an
independent contractor of the Company or a Subsidiary, the first day the independent contractor is
no longer providing, and is not expected by the Company to provide, services to the Company or a
subsidiary, or, (d) with respect to a Personal Service Corporation, the first day after the
Personal Service Contract has expired or terminated and is not expected by the Company to be
extended or renewed. Notwithstanding the foregoing, a Termination of Employment pursuant to any of
clauses (a) through (d) shall not be deemed to occur with respect to any Options that are vested on
the date on which a Termination of Employment would otherwise be deemed to have occurred so long as
a Grantee continues to provide services to the Company or a Subsidiary in one or more of the
capacities specified in clauses (a) through (d) above.




     3. Scope of the Plan.



     (a) Number of Shares. Subject to Section 3(c), an aggregate of four million (4,000,000)
shares of Stock plus the number of shares of Stock described in Section 3(d) is hereby made
available and is reserved for delivery, of which not more than one half of such shares of Stock may
be delivered on account of the grant of Restricted Stock or the Award of Performance Units that are
paid in shares of Stock (not including for this limitation shares of Restricted Stock issued in
lieu of cash compensation under a stock compensation-type program). Subject to the foregoing
limit, shares of Stock held as treasury shares may also be used for or in connection with Awards.
No more than one million (1,000,000) shares of Class B common stock shall be available for grant
and issuance under the Plan from the four million (4,000,000) additional shares of stock authorized
for delivery under the Plan. Awards of or pertaining to shares of Class B Common Stock may be
granted only to Jeffrey H. Smulyan or an Affiliate of Smulyan (as defined in the Company’s Second
Amended and Restated Articles of Incorporation, as amended from time to time). Issuance of either
Class A Common Stock or Class B Common Stock as or pursuant to an Award shall reduce the shares
available for grant and issuance under the Plan.



     (b) Limit on Awards. Subject to Section 3(a) as to the maximum number of shares of Stock
available for delivery in connection with Awards and Sections 3(c) and 26, the maximum number of
Awards that may be granted to each Grantee in each calendar year during any part of which the Plan
is in effect shall be as follows:




	 	(i)	 	With respect to Stock subject to Options, 300,000 shares;
	 
	 	(ii)	 	With respect to Stock subject to Stock Appreciation Rights, 300,000 shares;
	 
	 	(iii)	 	With respect to Restricted Stock (other than Restricted Stock issued in
payment of an Award of Performance Units or issued in lieu of cash compensation under a
stock compensation-type program), that number of shares of Stock whose value equals the
lesser of (A) 500% of such Grantee’s base salary and bonus for such year or (B)
$5,000,000 (based on the Fair Market Value of Stock on the date the award is granted,
not the date the Award vests or is paid);
	 
	 	(iv)	 	With respect to Awards of Performance Units, that number of shares of Stock
whose value equals the lesser of (A) 500% of such Grantee’s base salary and bonus for
such year or (B) $5,000,000 (based on




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	 	 	 	the Fair Market Value of Stock on the date the Award is granted, not the date the Award
is earned or paid).





     (c) Re-Use of Shares. If and to the extent an Award or any portion thereof shall expire or
terminate for any reason without having been exercised in full or shall be forfeited, or if shares
are used as Performance Units but paid in cash, shares of Stock available for such Award or any
portion thereof (including restricted stock) and stock appreciation rights associated with such
Award shall become available for other Awards. If a Grantee pays all or part of the exercise price
or tax withholding, if any, associated with an Award by the transfer of Stock or the withholding or
surrender (including by attestation) of all or part of an Award (including the Award being
exercised), such Stock will also be available for grant under this Plan, without reducing the
number of shares of Stock available in any calendar year for grant of Awards.



     (d) Addition of Stock from Prior Plans. In addition to the shares of Stock reserved for
issuance under Section 3(a), the number of shares of Stock which were reserved for issuance under
any of the Prior Plans but which are not subject to any outstanding awards under such plan as of
the Effective Date shall be available for issuance under Awards granted under this Plan. Further,
after the Effective Date, if any shares of Stock subject to awards granted under any Prior Plan
would again become available for new grants under the terms of such plan if such plan were still in
effect, then those shares of Stock will be available for the purpose of granting Awards under this
Plan, thereby increasing the number of shares of Stock available for issuance under this Plan as
determined under the first sentence of Section 3(a). Any such shares of Stock will not be
available for future awards under the terms of the Prior Plans. If this Plan is approved or
ratified by the shareholders of the Company in accordance with Section 26, the Prior Plans are
terminated as of the Effective Date for purposes of granting additional awards, although awards
outstanding under such Prior Plans remain in effect in accordance with such Prior Plans and any
applicable award agreements.



     4. Administration.



     (a) General. The Plan shall be administered by the Committee, which shall consist of persons
who are appointed by the Board. Notwithstanding the requirements contained in the immediately
preceding sentence, the Board or the Committee may, in its discretion, delegate to a committee or
subcommittee of the Board or the Committee any or all of the authority and responsibility of the
Committee. Such other committee or subcommittee may consist of two or more directors who may, but
need not, be officers or employees of the Company or of any of its Subsidiaries. To the extent
that the Board or the Committee has delegated to such other committee or subcommittee the authority
and responsibility of the Committee pursuant to the foregoing, all references to the Committee in
the Plan shall be to such other committee or subcommittee. Notwithstanding the foregoing, the
Board shall at all times have the right to make Awards, administer the Plan, and otherwise exercise
the authority of the Committee under the Plan, and to the extent the Board does so, references to
the Committee in the Plan shall be to the Board.



     (b) Authority of the Committee. The Committee shall have full power and final authority, in
its discretion, but subject to the express provisions of the Plan, as follows: (i) to select
Grantees, (ii) to grant Awards, (iii) to determine (A) when Awards may be granted, (B) whether or
not specific Stock Appreciation Rights shall be identified with a specific Option, specific shares
of Restricted Stock, or specific Performance Units and, if so, whether they shall be exercisable
cumulatively with, or alternatively to, such Option, shares of Restricted Stock, or Performance
Units, and (C) whether or not specific Performance Units shall be identified with a specific
Option, specific shares of Restricted Stock, or specific Stock Appreciation Rights under the Plan
or any Prior Plan and, if so, whether they shall be exercisable cumulatively with, or alternatively
to, such Option, shares of Restricted Stock, or Stock Appreciation Rights, (iv) to interpret the
Plan and to make all determinations necessary or advisable for the administration of the Plan, (v)
to prescribe, amend, and rescind rules relating to the Plan, including rules with respect to the
exercisability and nonforfeitability of Awards upon the Termination of Employment of a Grantee,
(vi) to determine the terms and provisions of any written agreement by which an Award may be
granted (“Award Agreements”) and, to modify any such Award Agreement at any time, with the consent
of the Grantee when required, (vii) to accelerate the exercisability of, and to accelerate or waive
any or all of the restrictions and conditions applicable to, any Award, (viii) to make such
adjustments or modifications to Awards to Grantees working outside the United States as are
necessary and advisable to fulfill the purposes of the Plan, (ix) to impose such additional
conditions, restrictions, and limitations upon the grant, exercise or retention of Awards as the



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Committee may, before or concurrently with the grant thereof, deem appropriate, including requiring
simultaneous exercise of related identified Options, Stock Appreciation Rights, and Performance
Units and limiting the percentage of Options, Stock Appreciation Rights, and Performance Units
which may from time to time be exercised by a Grantee, and (x) to require Awards to be transferred
to a non-grantor trust for the benefit of the Grantee.



     (c) Determinations of the Committee; No Liability. The determination of the Committee on all
matters relating to the Plan or any Award Agreement shall be conclusive and final. No member of
the Committee shall be liable for any action or determination made in good faith with respect to
the Plan or any Award.



     5. Eligibility. Awards may be granted to or for the benefit of any current or former
employee, officer, director, Personal Service Corporation, or independent contractor of the Company
or its Subsidiaries; provided, however, that Awards of Options, Restricted Stock, or Stock
Appreciation Rights may only be granted to persons with respect to whom the Company is an “eligible
issuer” as defined in Treas. Reg. §1.409A-1(b)(5)(iii)(E). In selecting the Grantees to whom
Awards may be granted, as well as in determining the number of shares of Stock subject to and the
other terms and conditions applicable to each Award, the Committee shall take into consideration
such factors as it deems relevant in promoting the purposes of the Plan.



     6. General Terms and Conditions of Grants.



     (a) Grant Date. The Grant Date of an Award shall be the date on which the Committee grants
the Award.



     (b) Maximum Term. The term of each Award (subject to Section 7(b) with respect to Incentive
Stock Options) shall be a period of not more than ten (10) years from the Grant Date, and shall be
subject to earlier termination as herein provided.



     (c) Tandem Awards. A Grantee may, if otherwise eligible, be granted additional Awards in any
combination.



     7. Options.



     (a) Grant of Options and Option Price. The Committee may grant an Option containing such
terms, conditions and restrictions as the Committee deems appropriate; provided, however, that the
Option Price of any Option shall not be less than the Fair Market Value of the Stock on the Grant
Date.



     (b) Grant of Incentive Stock Options. Without limiting the generality of the foregoing, the
Committee may designate that an Option shall be made subject to restrictions that permit it to
qualify as an “incentive stock option” under the requirements of Section 422 of the Code.
Notwithstanding the foregoing and Section 4(b)(vi), the Committee may, without the consent of the
Grantee, at any time before the exercise of an Option (whether or not an Incentive Stock Option),
take any action necessary to prevent such option from being treated as an Incentive Stock Option.



     (c) Exercise of Options. Each Option shall be exercised, in whole or in part, by delivery to
the Company of written notice of intent to purchase a specific number of shares of Stock subject to
the Option. The Option Price of any shares of Stock or shares of restricted stock as to which an
Option shall be exercised shall be paid in full at the time of the exercise. Payment may, at the
election of the Grantee, be made in any one or any combination of the following: (i) cash; (ii)
shares of Stock that have been held by the Grantee for at least six months, each valued at the Fair
Market Value on the date of exercise (including through an attestation procedure); (iii) with the
approval of the Committee, shares of restricted stock that have been held by the Grantee for at
least six months, each valued at the Fair Market Value of a share of Stock on the date of exercise;
(iv) by waiver of compensation due or accrued to the Grantee for services rendered; (v) with the
consent of the Committee, by tender of property; (vi) provided that a public market for the Stock
exists: (A) through a “same day sale” commitment from the Grantee and a broker-dealer that is a
member of the National Association of Securities Dealers (an “NASD Dealer”) whereby the Grantee
irrevocably elects to exercise the Option and to sell a portion of the Stock so purchased in order
to pay for the Option, and whereby the NASD Dealer irrevocably commits upon receipt of such Stock
to forward the Option Price directly to the Company; or (B) through a “margin” commitment from the
Grantee and an NASD Dealer whereby the Grantee irrevocably elects to exercise the Option and to
pledge the Stock so purchased to the NASD Dealer in a



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margin account as security for a loan from the NASD Dealer in the amount of the Option Price, and
whereby the NASD Dealer irrevocably commits upon receipt of such Stock to forward the Option Price
directly to the Company; or (C) through any other procedure pursuant to which the Grantee delivers
to the Company a properly executed exercise notice and instructions to deliver the resulting Stock
to a stock broker that are intended to satisfy the provisions of Section 220.3(e)(4) of Regulation
T issued by the Board of Governors of the Federal Reserve System as in effect from time to time;
(vii) by the surrender of all or part of the Option being exercised, or (viii) such other payment
method or procedure as the Committee may approve.



     (f) Use of Restricted Stock to Pay Option Price. If restricted stock (“Tendered Restricted
Stock”) is used to pay the Option Price for Stock subject to an Option, then a number of shares of
Stock acquired on exercise of the Option equal to the number of shares of Tendered Restricted Stock
shall, unless the Committee provides otherwise, be subject to the same restrictions as the Tendered
Restricted Stock, determined as of the date of exercise of the Option. If the Option Price for
restricted stock subject to an Option is paid with Tendered Restricted Stock, and if the Committee
determines that the restricted stock acquired on exercise of the Option is subject to restrictions
that cause it to have a greater risk of forfeiture than the Tendered Restricted Stock, then
notwithstanding the preceding sentence, all the restricted stock acquired on exercise of the Option
shall, unless the Committee provides otherwise, be subject to such restrictions.



     8. Restricted Stock.



     (a) Grant of Shares of Restricted Stock. Before the grant of any shares of Restricted Stock,
the Committee shall determine, in its discretion: (i) the per share purchase price of such shares
(which may be zero), and (ii) the restrictions, if any, applicable to such grant; provided,
however, that if the per share purchase price is zero, the consideration for the shares shall be
deemed to be prior service to the Company or its Subsidiaries unless the Committee specifies other
consideration.



     (b) Exercise. Payment of the purchase price (if greater than zero) for shares of Restricted
Stock shall be made in full by the Grantee before the delivery of such shares. Such payment may,
at the election of the Grantee and unless the Committee otherwise provides in the Award Agreement,
be made in any one or any combination of the following: (i) cash, (ii) Stock valued at its Fair
Market Value on the date of payment, or (iii) shares of Restricted Stock, each valued at the Fair
Market Value of a share of Stock on the date of payment; provided that, if the purchase price for
Restricted Stock (“New Restricted Stock”) is paid with shares of restricted stock (“Old Restricted
Stock”), the restrictions applicable to the New Restricted Stock shall be the same as if the
Grantee had paid for the New Restricted Stock in cash unless, in the judgment of the Committee, the
Old Restricted Stock was subject to a greater risk of forfeiture, in which case a number of shares
of New Restricted Stock equal to the number of shares of Old Restricted Stock tendered in payment
for New Restricted Stock shall, unless the Committee provides otherwise, be subject to the same
restrictions as the Old Restricted Stock, determined immediately before such payment.



     (c) Forfeiture. The Committee may, but need not, provide that all or any portion of a
Grantee’s Award of Restricted Stock shall be forfeited: (i) upon the Grantee’s Termination of
Employment within a specified time period after the Grant Date, (ii) if the Company or the Grantee
does not achieve specified performance goals within a specified time period after the Grant Date
and before the Grantee’s Termination of Employment, or (iii) on such other event(s) or
circumstance(s) as the Committee deems appropriate.



     (d) Effect of Forfeiture. If a share of Restricted Stock is forfeited, then: (i) the Grantee
shall be deemed to have resold such share of Restricted Stock to the Company at the lesser of (A)
the purchase price paid by the Grantee (such purchase price shall be deemed to be zero dollars ($0)
if no purchase price was paid) or (B) the Fair Market Value of a share of Stock on the date of such
forfeiture; (ii) the Company shall pay to the Grantee the amount determined under clause (i) of
this sentence as soon as is administratively practical; and (iii) such share of Restricted Stock
shall cease to be outstanding, and shall no longer confer on the Grantee thereof any rights as a
shareholder of the Company, from and after the date of the Company’s tender of the payment
specified in clause (ii) of this sentence, whether or not such tender is accepted by the Grantee.



     (e) Certificates. Any share of Restricted Stock which is subject to forfeiture shall be held
(together with a stock power executed in blank by the Grantee if requested by the Committee) in
escrow by the Secretary of the Company until such shares become nonforfeitable or are forfeited and
shall, if requested by the Committee, bear an



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appropriate legend specifying that such share is non-transferable and subject to the restrictions
set forth in the Plan. If any shares of Restricted Stock become nonforfeitable, the Company shall
cause certificates for such shares to be issued or reissued without such legend.



     9. Stock Appreciation Rights.



     (a) Grant of Stock Appreciation Rights. When granted, Stock Appreciation Rights may, but need
not, be identified with shares of Stock subject to a specific Option, specific shares of Restricted
Stock, or specific Performance Units of the Grantee (including any Option, shares of Restricted
Stock, or Performance Units granted on or before the Grant Date of the Stock Appreciation Rights)
in a number equal to or different from the number of Stock Appreciation Rights so granted. If
Stock Appreciation Rights are identified with shares of Stock subject to an Option, shares of
Restricted Stock, or Performance Units, then, unless otherwise provided in the applicable Award
Agreement, the Grantee’s associated Stock Appreciation Rights shall terminate upon (i) the
expiration, termination, forfeiture, or cancellation of such Option, shares of Restricted Stock, or
Performance Units, (ii) the exercise of such Option or Performance Units, or (iii) the
nonforfeitability of such shares of Restricted Stock.



     (b) Exercise of Stock Appreciation Rights. Each Stock Appreciation Right shall be exercisable
to the extent the Option with which it is identified, if any, may be exercised, to the extent the
Restricted Stock with which it is identified, if any, is nonforfeitable, or to the extent the
Performance Unit with which it is identified, if any, may be exercised, unless otherwise provided
by the Committee. Stock Appreciation Rights shall be exercised by delivery to the Company of
written notice of intent to exercise a specific number of Stock Appreciation Rights. Unless
otherwise provided in the applicable Award Agreement, the exercise of Stock Appreciation Rights
which are identified with shares subject to an Option, shares of Restricted Stock, or Performance
Units shall result in the cancellation or forfeiture of such Option, shares of Restricted Stock, or
Performance Units, as the case may be, to the extent of such exercise.



     (c) Benefit for Stock Appreciation Rights. The benefit for each Stock Appreciation Right
exercised shall be equal to the difference between: (i) the Fair Market Value of a share of Stock
on the date of such exercise and (ii) an amount equal to: (A) for any Stock Appreciation Right
identified with an Option, the Option Price of such Option, unless the Committee in the grant of
the Stock Appreciation Right specified a higher amount, or (B) for any other Stock Appreciation
Right, the Fair Market Value of a share of Stock on the Grant Date of such Stock Appreciation
Right, unless the Committee in the grant of the Stock Appreciation Right specified a higher amount;
provided that the Committee, in its discretion, may provide that the benefit for any Stock
Appreciation Right shall not exceed a stated percentage (which may exceed 100%) of the Fair Market
Value of a share of Stock on such Grant Date. The benefit upon the exercise of a Stock
Appreciation Right shall be payable in cash, except that the Committee, with respect to any
particular exercise, may, in its discretion, pay benefits wholly or partly in Stock.



     10. Performance Units.



     (a) Grant of Performance Units.




     (i) In connection with the grant of any Performance Unit, the Committee shall: (A)
determine performance goals (“Performance Goals”) applicable to such grant, (B) designate a
period for the measurement of the extent to which Performance Goals are attained, which period
may begin prior to the Grant Date (the “Measuring Period”), and assign a “Performance
Percentage” to each level of attainment of Performance Goals during the Measuring Period, with
the percentage applicable to minimum attainment being zero percent (0%) and the percentage
applicable to maximum attainment (which may exceed 100%) to be determined by the Committee from
time to time.




     (ii) In establishing Performance Goals, the Committee may consider such performance factor
or factors as it deems appropriate, including share price, revenue, net revenue, EBITDA, EBITDA
before certain charges, net income, cash flow (whether pre-tax or after tax), growth in net
income or cash flow, earnings per share, growth of earnings per share, market share, market
penetration, return on equity, return on assets, or return on capital. The Performance Goals
may include minimum and optimum objectives, a single set of objectives or multiple sets of
objectives. The Committee may, at any time, in its discretion, modify Performance Goals in
order to facilitate their attainment for any reason, including recognition of unusual or
nonrecurring events affecting the



8









 







Company or a Subsidiary or changes in applicable laws, regulations or accounting principles. If
a Grantee is promoted, demoted, or transferred to a different business unit of the Company
during a performance period, the Committee may adjust or eliminate the Performance Goals as it
deems appropriate.



     (b) Benefit of Performance Units. Except as otherwise provided in Section 13, the benefit for
each Performance Unit shall be an amount equal to the product of (i) the Fair Market Value of a
Share of Stock on the Grant Date of the Performance Unit multiplied by (ii) the Performance
Percentage attained during the Measuring Period for such Performance Unit.



     (c) Form and Timing of Payment. As soon as practicable following the completion of the
Measuring Period applicable to outstanding Performance units, the Committee will certify in writing
the extent to which the applicable Performance Goals have been attained and the resulting final
value of the Award earned by each Grantee of Performance Units for that Measuring Period. Payment
of the benefit for a Grantee’s Performance Units shall be made by the fifteenth (15th)
day of the third (3rd) month following the end of the calendar year or Company’s fiscal
year (whichever ends later) in which the Measuring Period ends for such Performance Units. The
benefit shall be payable in cash, except that the Committee, with respect to any particular Award
of Performance Units, may, in its discretion, pay the benefit wholly or partly in Stock. The
number of shares of Stock payable in lieu of cash shall be determined by valuing the Stock at its
Fair Market Value on the business day next preceding the date on which such benefit is to be paid.



     (d) Termination of Employment. If a Grantee has a Termination of Employment for any reason
prior to the end of the Measuring Period with respect to an Award of Performance Units, the Grantee
shall forfeit any and all right to payment of any benefit with respect to such Performance Units.



     11. No Employment Rights. Neither the establishment of the Plan, nor the granting of any Award
shall be construed to (i) give any Grantee the right to remain employed by or affiliated with the
Company or any of its Subsidiaries or to any benefits not specifically provided by the Award
Agreement, or (ii) in any manner modify the right of the Company or any of its Subsidiaries to
modify, amend, or terminate this Plan or any of its employee benefit plans. No obligation of the
Company or any of its Subsidiaries as to the length of any Grantee’s employment by or affiliation
with the Company or any Subsidiary shall be implied by the terms of the Plan, any grant of an Award
hereunder or any Award Agreement. The Company and its Subsidiaries reserve the same rights to
terminate employment of or sever its relationship with any Grantee as existed before the Grant
Date.



     12. Non-Transferability.



     (a) Except as permitted by the Committee in writing or as provided in the applicable Award
Agreement, each Award (other than Restricted Stock) granted hereunder shall by its terms not be
assignable or transferable other than by will or the laws of descent and distribution and may be
exercised, during the Grantee’s lifetime, only by the Grantee. Each share of Restricted Stock
shall be non-transferable until such share becomes nonforfeitable.



     (b) Notwithstanding the provisions of subsection (a), a Grantee may transfer an award through
a gift or a domestic relations order, otherwise than for value, to a Family Member (any recipient
in such a transfer, an “Eligible Transferee”). For purposes of this subsection (b), the following
transactions are not transfers for value: (i) a transfer under a domestic relations order in
settlement of marital property rights; and (ii) a transfer to an entity in which more than fifty
percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for
an interest in the entity. An Award that is transferred to a Family Member shall not be
transferable by such Family Member, except for (i) a transfer to another Family Member of the
original Grantee, or (ii) a transfer by such Family Member’s will or by the laws of descent and
distribution upon the death of the Family Member.



     (c) In the event that a Grantee transfers an Award to an Eligible Transferee under this
Section 12, the Award transferred to the Eligible Transferee must be exercised by such Eligible
Transferee and, in the event of the death of such Eligible Transferee, by such Eligible
Transferee’s executor or administrator only in the same manner, to the same extent and under the
same circumstances (including, without limitation, the time period within which the Award must be
exercised) as the Grantee or, in the event of the Grantee’s death, the executor or administrator of
the Grantee’s estate, could have exercised such Award. The Grantee, or in the event of the
Grantee’s death, the



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Grantee’s estate, shall remain liable for all federal, state, city and local taxes applicable upon
the exercise of an Award by an Eligible Transferee.



     13. Effects of a Change in Control. The terms and provisions of this Section 13 shall apply
upon the occurrence of a Change in Control only if the Committee shall have determined that this
Section 13 shall be applicable. The Committee shall give written notice to the Grantees of such a
determination and the date on which such determination is made. After the occurrence of a Change
in Control following the date on which such determination is made, then:



     (a) General. Subject to Section 17 but notwithstanding Section 11 or any other provisions of
the Plan: (i) all Options, Stock Appreciation Rights, and Performance Units granted under the Plan
shall immediately be fully exercisable; and (ii) all shares of Restricted Stock shall immediately
be nonforfeitable and freely transferable.



     (b) Benefit. The benefit, if any, payable with respect to any Performance Unit for which the
Measuring Period has not ended shall be equal to the product of: (i) the Fair Market Value of a
share of Stock on the Grant Date of the Performance Unit multiplied successively by each of the
following; (ii) a fraction, the numerator of which is the number of months (including as a whole
month any partial month) that have elapsed since the beginning of such Measuring Period until the
date of such Change in Control, and the denominator of which is the number of months (including as
a whole month any partial month) in the Measuring Period; and (iii) a percentage equal to the
greater of (A) the target percentage, if any, specified in the applicable Award Agreement, or (B)
the maximum percentage, if any, that would be earned under the terms of the applicable Award
Agreement assuming that such rate at which the performance goals have been achieved as of the date
of the Change in Control would continue until the end of the Measuring Period.



     14. Notification under Section 83(b). If the Committee has not, on the Grant Date or any
later date, prohibited such Grantee from making the following election, and a Grantee shall, in
connection with the exercise of any Option, or the grant of any share of Restricted Stock, make the
election permitted under Section 83(b) of the Code (i.e., an election to include in such Grantee’s
gross income in the year of transfer the amounts specified in Section 83(b) of the Code), such
Grantee shall notify the Company of such election within 10 days of filing notice of the election
with the Internal Revenue Service, in addition to any filing and notification required pursuant to
regulations issued under the authority of Section 83(b) of the Code.



     15. Mandatory Withholding Taxes. Whenever under the Plan, cash or shares of Stock are to be
delivered upon exercise or payment of an Award or upon a share of Restricted Stock becoming
nonforfeitable, or any other event with respect to rights and benefits hereunder, the Company shall
be entitled to require as a condition of delivery (i) that the Grantee remit an amount sufficient
to satisfy all federal, state and local withholding tax requirements related thereto, (ii) the
withholding of such sums from compensation otherwise due to the Grantee or from any shares of Stock
due to the Grantee under the Plan, or (iii) any combination of the foregoing.



     16. Elective Share Withholding.



     (a) Election by Grantee. Subject to Section 16(b) and unless prohibited by the Award
Agreement, a Grantee may elect the withholding (“Share Withholding”) by the Company of a portion of
the shares of Stock otherwise deliverable to such Grantee upon the exercise or payment of an Award
or upon a share of Restricted Stock’s becoming nonforfeitable (each a “Taxable Event”) having a
Fair Market Value equal to: (i) the minimum amount necessary to satisfy required federal, state,
or local withholding tax liability attributable to the Taxable Event; or (ii) with the Committee’s
prior approval, a greater amount, not to exceed the estimated total amount of such Grantee’s tax
liability with respect to the Taxable Event.



     (b) Restrictions. Each Share Withholding election by a Grantee shall be made in writing in a
form acceptable to the Committee and shall be subject to the following restrictions: (i) a
Grantee’s right to make such an election shall be subject to the Committee’s right to revoke such
right at any time before the Grantee’s election if the Committee has reserved the right to do so in
the Award Agreement; (ii) the Grantee’s election must be made before the date (the “Tax Date”) on
which the amount of tax to be withheld is determined; (iii) the Grantee’s election shall be
irrevocable by the Grantee; and (iv) in the event that the Tax Date is deferred until six months
after the delivery of Stock under Section 83(b) of the Code, the Grantee shall receive the full
amount of Stock with respect to which



10









 







the exercise occurs, but such Grantee shall be unconditionally obligated to tender back to the
Company the proper number of shares of Stock on the Tax Date.



     17. Termination of Employment.



     (a) Restricted Stock. Except as otherwise provided by the Committee on or after the Grant
Date, a Grantee’s shares of Restricted Stock that are forfeitable shall be forfeited upon the
Grantee’s Termination of Employment.



     (b) Options and Stock Appreciation Rights. If a Grantee has a Termination of Employment for
Cause, any unexercised Option or Stock Appreciation Right shall terminate upon the Grantee’s
Termination of Employment. If the Grantee has a Termination of Employment for any reason other
than Cause, then any unexercised Option or Stock Appreciation Right, to the extent exercisable on
the date of the Grantee’s Termination of Employment, may be exercised in whole or in part, not
later than the later of (A) the 180th day following the date of the Grantee’s
Termination of Employment or (B) the 30th day following the last day for which the
Grantee is entitled to severance payments under the Company’s or any Subsidiary’s personnel
policies, except that (i) if the Grantee’s Termination of Employment is caused by the death of the
Grantee, then any unexercised Option or Stock Appreciation Right shall vest on the date of the
Grantee’s death, and may be exercised, in whole or in part, at any time within one year after the
Grantee’s death by the Grantee’s personal representative or by the person to whom the Option or
Stock Appreciation Right is transferred by will or the applicable laws of descent and distribution;
(ii) if the Grantee’s Termination of Employment is on account of the Disability of the Grantee,
then any unexercised Option or Stock Appreciation Right shall vest on the date of the Termination
of Employment and may be exercised, in whole or in part, as if such Termination of Employment had
not occurred; provided that, if the Grantee dies after such Termination of Employment, such Option
or Stock Appreciation Right may be exercised, to the extent exercisable on the date of the
Grantee’s death, by the deceased Grantee’s personal representative or by the person to whom the
Option or Stock Appreciation Right is transferred by will or the applicable laws of descent and
distribution within one year after the Grantee’s death, and (iii) if the Grantee’s Termination of
Employment results from a sale of the station, magazine or other property at which the Grantee is
employed or to which the Grantee provides services, then any unvested Option that was scheduled to
vest within one year after the Termination of Employment shall vest on the date of such Termination
of Employment.



     (c) Exceptions at the Discretion of the Committee. If the Grantee has a Termination of
Employment for any reason other than Cause, the Committee may provide on or after the Grant Date
(including after a Grantee’s Termination of Employment, but before the expiration of the term
specified in the applicable Award Agreement) for one or more of the following: (i) that any
unexercised Option or Stock Appreciation Right, to the extent exercisable on the date of such
Termination of Employment, may be exercised, in whole or in part, at any time within a period
specified by the Committee after the date of such Termination of Employment; (ii) that any Option
or Stock Appreciation Right that is not exercisable on or before the date of such Termination of
Employment (A) will continue to become exercisable, as if such Termination of Employment had not
occurred, after such date for a period specified by the Committee and (B) to the extent such Option
or Stock Appreciation Right has become exercisable during such period, may be exercised, in whole
or in part, at or before the end of such period; (iii) that any share of Restricted Stock that has
not become nonforfeitable on or before the date of such Termination of Employment may become
nonforfeitable as if such Termination of Employment had not occurred after such date for a period
specified by the Committee; or (iv) that if the Grantee dies after such Termination of Employment
and before the expiration of the period specified under clause (i) or (ii) of this Section 17(c),
such Option or Stock Appreciation Right may be exercised by the deceased Grantee’s personal
representative or by the person to whom the Option or Stock Appreciation Right is transferred by
will or the applicable laws of descent and distribution within the specified period after the
Grantee’s Termination of Employment, or, if later, within 180 days after the Grantee’s death;
provided that if such rights are granted, the Committee may thereafter take actions to limit such
rights, but only if such limitation is consented to by the Grantee.



     (d) Maximum Extension. Notwithstanding the foregoing, no Award shall be exercisable beyond
the lesser of ten (10) years from the Grant Date or the maximum term permitted under the original
Award Agreement.



     18. Substituted Awards. If the Committee cancels any Award (granted under this Plan, any
prior equity incentive plan(s) of the Company, or any plan of any entity acquired by the Company or
any of its Subsidiaries), and a new Award is substituted for the canceled Award, then the Committee
may, in its discretion, determine the terms



11









 







and conditions of the new Award,; provided that (i) the new Award shall not contain any terms or
conditions that would cause the Award to constitute deferred compensation under Code Section 409A,
and (ii) no Award shall be canceled without the consent of the Grantee if the terms and conditions
of the new Award to be substituted are not at least as favorable as the terms and conditions of the
Award to be canceled.



     19. Securities Law Matters.



     (a) Legend and Investment Representation. If the Committee deems necessary to comply with the
Securities Act of 1933, or any rules, regulations or other requirements of the SEC or any stock
exchange or automated quotation system, the Committee may require a written investment intent
representation by the Grantee and may require that a restrictive legend be affixed to certificates
for shares of Stock, or that the Stock be subject to such stock transfer orders and other
restrictions as the Committee may deem necessary or advisable.



     (b) Postponement by Committee. If based upon the opinion of counsel for the Company, the
Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant
to, any Award would violate any applicable provision of (i) federal or state securities law or (ii)
the listing requirements of any national securities exchange or the requirements of any automated
quotation system on which are listed or quoted any of the Company’s equity securities, then the
Committee may postpone any such exercise, nonforfeitability or delivery, as the case may be, but
the Company shall use reasonable and good faith efforts to cause such exercise, nonforfeitability
or delivery to comply with all such provisions at the earliest practicable date. The Committee’s
authority under this Section 19(b) shall expire on the date of the first Change in Control to which
Section 13 applies.



     (c) No Obligation to Register or List. The Company shall be under no obligation to register
the Stock with the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation system, and the
Company shall have no liability for any inability or failure to do so.



     20. Funding. Benefits payable under the Plan to any person shall be paid directly by the
Company. The Company shall not be required to fund, or otherwise segregate assets to be used for
payment of, benefits under the Plan.



     21. Rights as a Shareholder. A Grantee shall not, by reason of any Award (other than
Restricted Stock) have any right as a shareholder of the Company with respect to the shares of
Stock which may be deliverable upon exercise or payment of such Award until such shares have been
delivered to such Grantee. Shares of Restricted Stock held by a Grantee or held in escrow by the
Company or by an agent of the Company shall confer on the Grantee all rights of a shareholder of
the Company, except as otherwise provided in the Plan. The Committee, in its discretion, at the
time of grant of Restricted Stock, may permit or require the payment of cash dividends thereon to
be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the
extent shares are available under Section 3, or otherwise reinvested. Stock dividends and deferred
cash dividends issued with respect to Restricted Stock shall be treated as additional shares of
Restricted Stock that are subject to the same restrictions and other terms as apply to the shares
with respect to which such dividends are issued. The Committee may, in its discretion, provide for
crediting to and payment of interest on deferred cash dividends.



     22. Escrow; Pledge of Shares. To enforce any restrictions on a Grantee’s Stock, the Committee
may require the Grantee to deposit all certificates representing such Stock, together with stock
powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank,
with the Company or an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.



     23. Nature of Payments. Unless otherwise determined by the Committee, any and all grants,
payments of cash, or deliveries of shares of Stock hereunder shall constitute special incentive
payments to the Grantee and shall not be taken into account in computing the amount of salary or
compensation of the Grantee for the purposes of determining any pension, retirement, death or other
benefits under (i) any pension, retirement, profit-sharing, bonus, life insurance or other employee
benefit plan of the Company or any of its Subsidiaries, or (ii) any agreement between the Company
or any Subsidiary, on the one hand, and the Grantee, on the other hand, except as such plan or
agreement shall otherwise expressly provide.



12









 





     24. Non-Uniform Determinations. The Committee’s determinations under the Plan need not be
uniform and may be made by the Committee selectively among persons who receive, or are eligible to
receive, Awards (whether or not such persons are similarly situated). Without limiting the
generality of the foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations and to enter into non-uniform and selective Award
Agreements as to (i) the identity of the Grantees, (ii) the terms and provisions of Awards, and
(iii) the treatment, under Section 17, of Terminations of Employment. Notwithstanding the
foregoing, the Committee’s interpretation of Plan provisions shall be uniform as to similarly
situated Grantees.



     25. Adjustments. The Committee shall make equitable adjustment of: (i) the aggregate numbers
of shares of Stock, shares of Restricted Stock and Stock Appreciation Rights, available under
Sections 3(a) and 3(b), (ii) the number of shares of Stock or shares of Restricted Stock covered by
an Award, (iii) the Option Price, (iv) the Fair Market Value of Stock to be used to determine the
amount of the benefit payable upon exercise of Stock Appreciation Rights or Performance Units, and
(v) all other matters relating to the Plan and any Awards, including the type of securities or
property, if any, to be paid in connection with any Award, all in such manner as may be determined
by the Committee in its discretion in order to prevent dilution or enlargement of the rights of any
Grantee pursuant to any Award under the Plan, to reflect a stock dividend, stock split, reverse
stock split, share combination, recapitalization, reclassification, merger, consolidation, asset
spin-off, reorganization, or similar event of or by the Company.



     26. Adoption and Shareholder Approval. The Plan shall be approved or ratified by the
shareholders of the Company (excluding holders of Stock issued pursuant to this Plan), consistent
with applicable laws, including but not limited to Section 162(m)(4)(C) (ii) of the Code, within 12
months before or after the Effective Date. Upon the Effective Date, Awards may be granted pursuant
to the Plan; provided, however, that: (i) no Option may be exercised prior to initial shareholder
approval of the Plan; (ii) no Option granted pursuant to an increase in the number of shares of
Stock approved by the Board shall be exercised prior to the time such increase has been approved by
the shareholders of the Company; and (iii) in the event that shareholder approval is not obtained
within the time period provided herein, all Awards granted hereunder shall be canceled, any Stock
issued pursuant to any Award shall be canceled and any purchase of Stock hereunder shall be
rescinded.



     27. Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission
of the Plan to the shareholders of the Company for approval, nor any provision of the Plan shall be
construed as creating any limitations on the power of the Board or the Committee to adopt such
additional compensation arrangements as it may deem desirable, including the granting of stock
options and bonuses otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.



     28. Amendment and Termination of the Plan. Subject to any applicable shareholder approval
requirements of applicable law or the rules of any national securities exchange, stock market or
automated quotation service on which the Stock is listed or quoted, the Plan may be amended by the
Board at any time and in any respect, except that there shall be no amendment to permit option
repricing without shareholder approval. The Plan may also be terminated at any time by the Board
and shall terminate automatically on the tenth anniversary of the Effective Date unless earlier
terminated by the Board. No amendment or termination of this Plan shall adversely affect any Award
granted prior to the date of such amendment or termination without the written consent of the
Grantee.



     29. Weekends and Holidays. Unless this Section prevents an Option designed to qualify as an
Incentive Stock Option under Section 422 of the Code from qualifying as an Incentive Stock Option
under Section 422 of the Code or prevents an Award designed to qualify as performance-based
compensation under Section 162(m) of the Code from qualifying as performance-based compensation
under Section 162(m) of the Code, if any day on which action under the Plan must be taken falls on
a Saturday, Sunday or holiday recognized as an official holiday of the Company, such action may be
taken on the next succeeding day not a Saturday, Sunday or holiday.



     30. Foreign Grantees. Without amending the Plan, Awards may be granted to Grantees who are
foreign nationals or employed outside the United States or both, on such terms and conditions
different from those specified in the Plan as may, in the judgment of the Committee, be necessary
or desirable to further the purposes of the Plan.



13









 





     31. Interpretation under Section 162(m). Notwithstanding any provision of the Plan to the
contrary, the Plan is intended to give the Committee the authority to grant Awards hereunder that
qualify as performance-based compensation under Code Section 162(m)(4)(C) and that do not so
qualify. Every provision of the Plan shall be administered, interpreted and construed to carry out
such intention and any provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded; and any provision of the Plan that would prevent an Award that the
Committee intends to qualify as performance-based pay under Code Section 162(m)(4)(C) from so
qualifying shall be administered, interpreted and construed to carry out such intent and any
provision that cannot be so administered, interpreted and construed shall to that extent be
disregarded.



     32. Applicable Law. The validity, construction, interpretation and administration of the Plan
and of any determinations or decisions made thereunder, and the rights of all persons having or
claiming to have any interest therein or thereunder, shall be governed by, and determined
exclusively in accordance with, the laws of the State of Indiana, but without giving effect to the
principles of conflicts of laws thereof. Without limiting the generality of the foregoing, the
period within which any action arising under or in connection with the Plan must be commenced shall
be governed by the laws of the State of Indiana, without giving effect to the principles of
conflicts of laws thereof, irrespective of the place where the act or omission complained of took
place and of the residence of any party to such action and irrespective of the place where the
action may be brought.



     33. Construction. The use of the masculine gender shall also include within its meaning the
feminine. The use of the singular shall include within its meaning the plural and vice versa.



     34. Code Section 409A. All Awards under the Plan are intended to be exempt from the
provisions of Code Section 409A, either under Treas. Reg. §1.409A-1(b)(4), in the case of
Performance Units, or under Treas. Reg. 1.409A-1(b)(5), in the case of all other Awards. Every
provision of the Plan shall be administered, interpreted, and construed to carry out such
intention, and any provision that cannot be so administered, interpreted, and construed shall to
that extent be disregarded. In the event that, notwithstanding such intent, an Award granted
hereunder constitutes “deferred compensation” within the meaning of Code Section 409A, then,
notwithstanding any other provision of the Plan or the applicable Award Agreement, (i) any amount
that is payable under such Award on account of separation from service to a “specified employee,”
as defined in Code Section 409A(a)(2)(B)(i), will not be paid earlier than the date that is six (6)
month’s following the specified employee’s separation from service; (ii) the determination of which
individuals are “specified employees” will be made in accordance with such rules and practices,
consistent with Code Section 409A and interpretive regulations, as are established from time to
time by the Board of Directors, or its designee, in its discretion (iii) the Grantee will not be
treated as having terminated employment or service until that individual has incurred a separation
from service within the meaning of Code Section 409A; (iv) no event will be treated as a Change in
Control with respect to that Award unless it constitutes a change in the ownership or effective
control of the Company, or in the ownership of a substantial portion of the assets of the Company,
within the meaning of Code Section 409A(a)(2)(A)(v); (v) no acceleration of payment will be
permitted with respect to the Award; and (vi) to the extent any other terms of the Plan or the
applicable Award Agreement would subject the Grantee to gross income inclusion, interest, or
additional tax pursuant to Code Section 409A, those terms are to that extent superseded by, and
shall be adjusted to the minimum extent necessary to satisfy, the applicable Code Section 409A
standards.




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