EXHIBIT 10.9
TRIBUNE COMPANY
2007 MANAGEMENT EQUITY INCENTIVE PLAN
SECTION 1.
PURPOSE
The purpose of the Plan is to enable Tribune Company (the "Company") to attract,
retain and motivate employees and to provide the Company and its Subsidiaries
with a unit plan providing incentives directly linked to increases in Company
shareholder value.
SECTION 2.
DEFINITIONS
For purposes of the Plan, the following terms are defined as set forth below:
A.
"1934 ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
B.
"ADMINISTRATOR" MEANS THE BOARD OR ANY COMMITTEE OF THE BOARD
AUTHORIZED BY THE BOARD TO PERFORM THE DUTIES OF THE ADMINISTRATOR HEREUNDER.
C.
"APPLICABLE PARTICIPANT RATIO" MEANS (1) THE NUMBER OF PARTICIPANT'S
VESTED SECOND TRANCHE UNITS (INCLUDING ANY SUCH SECOND TRANCHE UNITS THAT VEST
BY VIRTUE OF A TERMINATION OF SERVICE) DIVIDED BY (2) 3,261,000, AS EACH OF
CLAUSES (1) AND (2) MAY BE ADJUSTED PURSUANT TO SECTION 4(C).
D.
"AWARD" MEANS A GRANT OF UNITS PURSUANT TO THE PLAN.
E.
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
F.
"CAUSE" MEANS CONDUCT INVOLVING DISHONESTY OR WILLFUL MISCONDUCT
WHICH, IN EITHER CASE, IS DETRIMENTAL IN A SIGNIFICANT WAY TO THE BUSINESS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES.
G.
"CHANGE OF CONTROL" MEANS (I) THE ACQUISITION, OTHER THAN FROM THE
COMPANY, BY ANY PERSON, ENTITY OR "GROUP" (WITHIN THE MEANING OF
SECTION 13(D)(3) OR 14(D)(2) OF THE 1934 ACT), EXCLUDING FOR THIS PURPOSE THE
COMPANY, ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) SPONSORED OR MAINTAINED BY
THE COMPANY OR ITS SUBSIDIARIES, THE ESOP, EGI, SAMUEL ZELL AND THEIR RESPECTIVE
AFFILIATES, OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE 1934 ACT) OF 40% OR MORE OF EITHER THE THEN OUTSTANDING
SHARES OF COMMON STOCK OR THE COMBINED VOTING POWER OF THE COMPANY'S THEN
OUTSTANDING VOTING SECURITIES ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS; (II) A LIQUIDATION OR DISSOLUTION OF THE COMPANY, OR (III) THE SALE
OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY.
H.
"CLOSING" MEANS THE COMPLETION OF THE MERGER OF TESOP CORPORATION
WITH AND INTO THE COMPANY.
I.
"CODE" MEANS THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM
TIME TO TIME, AND ANY SUCCESSOR THERETO.
J.
"COMMON STOCK" MEANS THE COMMON STOCK OF THE COMPANY, PAR VALUE
$0.01.
K.
"CREDIT AGREEMENT" MEANS THAT CERTAIN CREDIT AGREEMENT, ENTERED INTO
AS OF MAY 17, 2007, AMONG TRIBUNE COMPANY, EACH LENDER FROM TIME TO TIME PARTY
HERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, MERRILL LYNCH
CAPITAL CORPORATION, AS SYNDICATION AGENT, AND CITICORP NORTH AMERICA, INC.
AND
BANK OF AMERICA, N.A., AS CO-DOCUMENTATION AGENTS, J.P. MORGAN SECURITIES INC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS
INC. AND BANC OF AMERICA SECURITIES LLC., TOGETHER WITH ANY AMENDMENTS THERETO,
AS IN EFFECT AS OF THE EFFECTIVE DATE OF THIS PLAN.
L.
"DISABILITY" MEANS (I) THE INABILITY TO ENGAGE IN ANY SUBSTANTIAL
GAINFUL ACTIVITY BY REASON OF ANY MEDICALLY