Exhibit 10.15
TRIBUNE COMPANY
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SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
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McDermott, Will & Emery
Chicago, Illinois
TRIBUNE COMPANY SUPPLEMENTAL DEFINED CONTRIBUTION PLAN
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SECTION 1
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Introduction
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1.1. The Plan. TRIBUNE COMPANY SUPPLEMENTAL DEFINED CONTRIBUTION PLAN (the
"Plan"), as set forth herein, has been established by TRIBUNE COMPANY, a
Delaware corporation (the "Company"), effective January 1, 1994 (the "Effective
Date").
1.2. Purpose. The Company and certain of its subsidiaries maintain, and are
Employers under, the Tribune Company Employee Stock Ownership Plan (the "ESOP")
which is intended to constitute an employee stock ownership plan that meets the
requirements for qualification under Sections 401(a) and 4975(e)(7) of the
Internal Revenue Code. Sections 401(a)(17) and 404(l) of the Internal Revenue
Code limit the amount of employees' annual compensation that may be taken into
account after December 31, 1993 in determining the amount of deductible Employer
contributions that may be allocated to their accounts under a qualified employee
stock ownership plan or other qualified defined contribution plan, to $150,000
(subject to cost-of-living adjustments of that amount calculated as described in
said Section 401(a)(17)) (the "Compensation Limitation"). The purpose of this
Plan is to provide for Participants in this Plan the amount of Employer
contributions that would have been allocated to their respective accounts under
the ESOP for plan years beginning on and after the Effective Date but for the
Compensation Limitation, subject to certain limitations on recognized
compensation described in subsection 2.2 below.
1.3. Employers. The Company and each subsidiary of the Company that is an
Employer under the ESOP shall be an "Employer" under this Plan unless specified
to the contrary by the Company by written notice filed with the Committee
described in subsection 1.4.
1.4. Plan Administration. The Plan will be administered by the Governance and
Compensation Committee of the Board of Directors of the Company (or such
successor committee of said Board as shall from time to time have responsibility
for compensation matters) (the "Committee"). The Committee has, to the extent
appropriate and in addition to the powers described in subsection 2.1 below, the
same powers, rights, duties and obligations with respect to the Plan as the
Administrative
Committee under the ESOP has with respect to that plan. The Committee's
determinations hereunder need not be uniform, and may be made selectively among
eligible employees, whether or not they are similarly situated. The Plan will be
administered on the basis of a "Plan Year" which is each calendar year beginning
on or after the Effective Date.
SECTION 2
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Participation and Supplemental Benefits
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2.1. Eligibility. Subject to the conditions and limitations of the Plan, each
Employee of an Employer on or after the Effective Date who is a participant in
the ESOP shall become a "Participant" under this Plan, entitled to "Supplemental
Benefits" payable under this Plan, as of the first day of the first plan year
under the ESOP which begins on or after the Effective Date, and during which:
(a) such participant under the ESOP has been designated by the Board of
Directors of the Company (by resolutions adopted on ____________,
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with the Secretary of the Company) as being part of a select group of
management or highly compensated employees covered by this Plan, and
such designation has not been revoked by the Committee; provided, that
no revocation of a designation under this subparagraph (a) shall be
effective if made (i) on the day of, or within 36 months after, the
occurrence of a "Change-In-Control" (as defined in subsection 3.1
below), (ii) prior to a Change-In-Control but at the request of any
third party participating in or causing the Change-In-Control, or
(iii) otherwise in connection with or in anticipation of a Change-In-
Control; and
(b) the Compensation (as defined in the ESOP) of such participant under
the ESOP is greater than the Compensation Limitation.
In the event of the death of such a Participant, his beneficiary shall be
entitled to participate in the Plan as of the date benefit payments to such
beneficiary commence under the Plan, to the extent provided by the following
subsections of the Plan.
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2.2. Amount of Supplemental Benefits. The Committee shall maintain or cause to
be maintained in the records of the Plan a separate account in the name of each
Participant. As of the last day of each Plan Year that ends after the date as
of which he first became a Participant, the Committee shall:
(a) First, charge to each Participant's account all payments (if any) made
from that account since the last day of the preceding Plan Year that
have not been charged previously;
(b) Next, increase the net credit balance in each Participant's account,
as adjusted as described in subparagraph (a) above, by 7.75 percent
thereof; and
(c) Finally, credit each Participant's account with an amount, expressed
as cash, equal to the difference between (i) the value of the number
of shares of Company Stock that would have been credited to the
Participant's accounts under the ESOP for that Plan Year pursuant to
subparagraph 5.2(d) of the ESOP if the Compensation Limitation in
effect for that Plan Year had been $235,840 and (ii) the value of the
number of shares of Company Stock that were in fact credited to the
Participant's accounts under the ESOP for that Plan Year pursuant to
subparagraph 5.2(d) of the ESOP after application of the Compensation
Limitation actually in effect for that Plan Year.
provided, that the $235,840 amount in subparagraph (c) above shall be adjusted
for each Plan Year by the same percentage by which the actual Compensation
Limitation amount was adjusted for that Plan Year in accordance with Section
401(a)(17) of the Internal Revenue Code. A Participant's Supplemental Benefits
under the Plan as of any Valuation Date shall be the Nonforfeitable Percentage
(determined in accordance with the vesting schedule under the ESOP) of the net
credit balance in his account under this Plan as of that Valuation Date.
2.3. Payment of Supplemental Benefits. The Supplemental Benefits that a
Participant (or, in the event of the Participant's death, the Participant's
beneficiary) becomes entitled to receive under the Plan on account of the
retirement, other termination of employment or death of the Participant on or
after the Effective Date shall be paid at the same time and in the same manner
as benefits that are to be paid to the Participant (or his beneficiary) under
the Tribune Company Bonus Deferral Plan. Notwithstanding any other provision of
this Plan to the contrary, the Committee, in its sole discretion, is empowered
to accelerate the payment of a Par-
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ticipant's Supplemental Benefits or of all Participants' Supplemental Benefits,
to a smaller number of installment payments or to a single lump sum payment, for
any reason the Committee may determine to be appropriate. Neither the Employers
nor the Committee shall have any obligation to make any such acceleration for
any reason whatsoever.
2.4. Funding. Supplemental Benefits payable under this Plan to a Participant
or his beneficiary shall be paid (i) directly by the Employers from their
general assets and/or (ii) from Tribune Company Deferred Benefit Trust, in such
proportions as the Company shall determine. The provisions of this Plan shall
not require that the Employers segregate on their books or otherwise any amount
to be used for payment of Supplemental Benefits under this Plan, except as to
any amounts paid or payable to Tribune Company Deferred Benefit Trust.
SECTION 3
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General Provisions
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3.1. Terms. References in this Plan to an individual as being a "participant"
in the ESOP and (unless expressly provided to the contrary in this Plan) terms
used in this Plan that also are used in the ESOP as to that individual shall
have the meanings for those terms set forth in the ESOP, except that a reference
in this Plan to the "beneficiary" of a Participant shall mean for purposes of
this Plan any person who becomes entitled to benefits under the ESOP because of
the Participant's death. For purposes of this Plan, a "subsidiary" of the
Company shall mean any corporation, more than 50% of the voting stock in which
is owned, directly or indirectly, by the Company, and the term "Change-In-
Control" shall mean a change in control as defined in the Tribune Company
Transitional Compensation Plan for Executive Employees as in effect on the
Effective Date of this Plan.
3.2. Employment Rights. Establishment of the Plan shall not be construed to
give any participant in the ESOP the right to be retained in the service of the
Company or any of its subsidiaries or to any benefits not specifically provided
by the Plan.
3.3. Interests Not Transferable. Except as to withholding of any tax under the
laws of the United States or any state or municipality, the interests of
Participants and any other
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persons who become entitled to a Supplemental Benefit under the Plan are not
subject to the claims of their creditors and may not be voluntarily or
involuntarily transferred, assigned, alienated or encumbered.
3.4. Controlling Law. To the extent not superseded by the laws of the United
States, the laws of Illinois shall be controlling in all matters relating to the
Plan.
3.5. Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine and neuter genders, the plural shall include
the singular and the singular shall include the plural.
3.6. Action by the Company. Any action required of or permitted by the Company
under the Plan shall be by resolution of its Board of Directors or by a duly
authorized committee of its Board of Directors, or by any person or persons
authorized by resolution of its Board of Directors or such committee.
3.7. Successor to the Company or Any Other Employer. The term "Company" as
used in the Plan shall include any successor to the Company by reason of merger,
consolidation, the purchase or transfer of all or substantially all of the
Company's assets, or otherwise. The term "Employer" as used in the Plan with
respect to the Company or any of its subsidiaries shall include any successor to
that corporation by reason of merger, consolidation, the purchase or transfer of
all or substantially all of the assets of that corporation, or otherwise.
3.8. Facility of Payment. Any amounts payable under this Plan to any person
under a legal disability or who, in the judgment of the Committee, is unable to
properly manage his affairs may be paid to the legal representative of such
person or may be applied for the benefit of such person in any manner which the
Committee may select.
3.9. Rights in the Event of Dispute. If a claim or dispute arises concerning
the rights of a Participant or beneficiary to benefits under the Plan,
regardless of the party by whom such claim or dispute is initiated, the Company
shall, upon presentation of appropriate vouchers, pay all legal expenses,
including reasonable attorneys' fees, court costs, and ordinary and necessary
out-of-pocket costs of attorneys, billed to and payable by the Participant or by
anyone claiming under or
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through the Participant (such person being hereinafter referred to as the
Participant's "claimant"), in connection with the bringing, prosecuting,
defending, litigating, negotiating, or settling of such claim or dispute;
provided, that:
(a) the Participant or the Participant's claimant shall repay to the
Company any such expenses theretofore paid or advanced by the Company
if and to the extent that the party disputing the Participant's rights
obtains a judgment in its favor from a court of competent jurisdiction
from which no appeal may be taken, whether because the time to do so
has expired or otherwise, and it is determined that such expenses were
not incurred by the Participant or the Participant's claimant while
acting in good faith; provided further, that
(b) in the case of any claim or dispute initiated by a Participant or the
Participant's claimant, such claim shall be made, or notice of such
dispute given, with specific reference to the provisions of this Plan,
to the Committee within one year after the occurrence of the event
giving rise to such claim or dispute.
3.10. Other Benefits. The benefits provided under the Plan shall, except to
the extent otherwise specifically provided herein, be in addition to, and not in
derogation or diminution of, any benefits that a Participant or his beneficiary
may be entitled to receive under any other plan or program now or hereafter
maintained by the Company or by any of its subsidiaries.
SECTION 4
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Amendment and Termination
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While the Company and its subsidiaries that become Employers expect to continue
the Plan, the Company must necessarily reserve and reserves the right to amend
the Plan from time to time or to terminate the Plan at any time. However,
neither an amendment of the Plan nor termination of the Plan may:
(a) cause the reduction or cessation of any Supplemental Benefits (and of
the Employers' obligation to provide such benefits) which had accrued
as of the date such amendment is made or the termination of the Plan
occurs and which, but for such amendment or termination, are payable
under this Plan on, or would
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become payable under this Plan after, the date such amendment is made
or the termination of the Plan occurs; or
(b) cause the modification, rescission or revocation of (i) the provisions
of subsection 2.1 with respect to a Change-In-Control or (ii) any
written determinations by the Committee pursuant to subsection 2.3 as
to the form of payment of Supplemental Benefits to any person that are
in effect on said date.
In addition, no amendment or termination of the Plan which has the effect of
reducing or diminishing the right of any participant to receive any payment or
benefit under the Plan will become effective prior to the expiration of the 36
consecutive month period commencing on the date of a Change-In-Control, if such
amendment or termination was adopted (i) on the day of or subsequent to the
Change-In-Control, (ii) prior to the Change-In-Control, but at the request of
any third party participating in or causing the Change-In-Control, or (iii)
otherwise in connection with or in anticipation of a Change-In-Control.
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