EXHIBIT 10.20
TRIBUNE COMPANY
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Tribune Company Amended and Restated Employee Stock Purchase
Plan (the "Plan") is to enable employees of Tribune Company and its qualified
subsidiaries to purchase shares of the Common Stock (without par value) of
Tribune Company ("Common Stock") at a discount through payroll withholding. The
Plan was amended and restated effective October 24, 1995.
1. SHARES SUBJECT TO PLAN. An aggregate of 4,000,000 shares of Common Stock
(the "Shares") may be sold pursuant to the Plan. Such Shares may be authorized
but unissued Common Stock or authorized and issued Common Stock acquired by
Tribune Company for the purposes of the Plan or held in Tribune Company's
Treasury. Shares that are subject to rights granted under the Plan which expire
or terminate unexercised shall again be available for sale under the Plan. If
there is any change in the outstanding shares of Common Stock by reason of a
stock dividend or distribution, stock split-up, recapitalization, combination or
exchange of shares, or by reason of any merger, consolidation or other corporate
reorganization in which Tribune Company is the surviving corporation, the number
of Shares available for sale shall be equitably adjusted by the Committee
appointed to administer the Plan to give proper effect to such change.
2. ADMINISTRATION. The Plan shall be administered by a Committee consisting of
at least three members of the Board of Directors of Tribune Company. Each
member of the Committee shall be a "disinterested person" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934 (or any successor to such
Rule) as now or hereafter amended. For as long as it continues to meet this
requirement, the Governance and Compensation Committee of the Board of Directors
of Tribune Company shall serve as the Committee. The Committee shall have the
authority to make rules and regulations governing the administration of the
Plan, and any interpretation or decision made by the Committee regarding the
administration of the Plan shall be final and conclusive.
3. ELIGIBILITY. All regular employees of Tribune Company, and of each
qualified subsidiary of Tribune Company which may be designated by Tribune
Company's Board of Directors, other than:
(a) employees whose customary employment is 20 hours or less per week;
(b) employees whose customary employment is for not more than 5 months per
year; and
(c) employees who have not been employed for at least one year as of any
Enrollment Date (as defined in paragraph 4);
shall be eligible to participate in the Plan. For the purposes of this Plan, the
term "qualified subsidiary" means any subsidiary, more than 50% of the total
combined voting power of all classes
of stock in which is now owned or hereafter acquired by Tribune Company or any
such qualified subsidiary. The term "subsidiary" means any corporation, 50% or
more of the total combined voting power of all classes of stock in which is now
owned or hereafter acquired by Tribune Company or any such subsidiary.
4. PARTICIPATION. An eligible employee may elect to participate in the Plan as
of any "Enrollment Date". Enrollment Dates shall occur on the first day of each
payroll period immediately following a Cutoff Date (as defined in paragraph 8).
Any such election shall be made by completing and forwarding a payroll deduction
authorization form to the employee's appropriate payroll location prior to such
Enrollment Date, authorizing payroll deductions up to, but not exceeding, 10% of
the employee's regular rate of cash compensation for the payroll period
immediately preceding such Enrollment Date. A participating employee may
increase or decrease his payroll deductions as of any subsequent Enrollment Date
by completing and forwarding a revised payroll deduction authorization form to
his or her appropriate payroll location prior to such Enrollment Date; provided,
that changes in payroll deductions shall not be permitted to the extent that
they would result in total payroll deductions exceeding 10% of the employee's
regular rate of cash compensation for the payroll period immediately preceding
the Enrollment Date as of which the change takes effect. An eligible employee
may not initiate, increase or decrease payroll deductions as of any date other
than an Enrollment Date except by withdrawing from the Plan as provided in
paragraph 6.
5. PAYROLL DEDUCTION ACCOUNTS. Tribune Company shall establish a payroll
deduction account for each participating employee, and shall credit all payroll
deductions made on behalf of each employee pursuant to paragraph 4 to his or her
payroll deduction account. No interest shall be credited to any payroll
deduction account.
6. WITHDRAWALS. An employee may withdraw from an offering at any time by
completing and forwarding a written notice to the employee's appropriate payroll
location. Upon receipt of such notice, payroll deductions on behalf of the
employee shall be discontinued commencing with the immediately following payroll
period, and such employee may not again be eligible to participate in the Plan
until the next Enrollment Date. Amounts credited to the payroll deduction
account of any employee who withdraws shall remain in the account and be used to
purchase Shares in accordance with paragraph 8 hereof, subject to the
limitations in paragraph 7 hereof.
7. OFFERINGS. The third Wednesday of each March, June, September and December
prior to the termination of the Plan shall constitute the purchase dates (the
"Purchase Dates") on which each employee for whom a payroll deduction account
has been maintained shall purchase the number of Shares determined under
paragraph 8(a). Notwithstanding the foregoing, Tribune Company shall not permit
the exercise of any right to purchase Shares:
(a) to an employee who, immediately after the right is granted, would own
stock possessing 5% or more of the total combined voting power or value
of all classes of stock of Tribune Company or any subsidiary; or
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(b) which would permit an employee's rights to purchase stock under this
Plan, or under any other qualified employee stock purchase plan
maintained by Tribune Company or any subsidiary, to accrue at a rate in
excess of $25,000 of the fair market value of such stock (determined at
the time such rights are granted) for each calendar year in which the
right is outstanding at any time.
For the purposes of subparagraph (a), the provisions of Section 425(d) of the
Internal Revenue Code shall apply in determining the stock ownership of an
employee, and the stock which an employee may purchase under outstanding rights
or options shall be treated as stock owned by the employee.
8. PURCHASE OF SHARES. (a) Subject to the limitations set forth in paragraph
7, each employee participating in an offering shall have the right to purchase
as many whole Shares (plus any fractional interest in a Share) as may be
purchased with the amounts credited to his or her payroll deduction account as
of the payroll date coinciding with or immediately preceding the second
Wednesday of the month in which occurs the applicable Purchase Date (the "Cutoff
Date"). Employees may purchase Shares only through payroll deductions, and cash
contributions shall not be permitted.
(b) The Purchase Price for each Share shall be 85% of the closing price of
one share of Common Stock as reported on the New York Stock Exchange Composite
Transactions list for the applicable Purchase Date. If no sales of Common Stock
were reported on that date, the Purchase Price shall be the closing price of one
share of Common Stock reported for the last preceding date on which sales of
Common Stock were so reported.
(c) On each Purchase Date, the amount credited to each participating
employee's payroll deduction account as of the immediately preceding Cutoff Date
shall be applied to purchase as many whole Shares (plus any fractional interest
in a Share) as may be purchased with such amount at the applicable Purchase
Price. Any amounts remaining in an employee's payroll deduction account as of
the relevant Cutoff Date in excess of the amount that may properly be applied to
the purchase of Shares shall be refunded to the employee as soon as practicable.
9. BROKERAGE ACCOUNTS OR PLAN SHARE ACCOUNTS. By enrolling in the Plan, each
participating employee shall be deemed to have authorized the establishment of a
brokerage account on his or her behalf at a securities brokerage firm selected
by the Committee. Alternatively, the Committee may provide for Plan share
accounts for each participating employee to be established by Tribune Company or
by an outside entity selected by the Committee which is not a brokerage firm.
Shares purchased by an employee pursuant to the Plan shall be held in the
employee's brokerage or Plan share account in his or her name, or if the
employee so indicates on his or her payroll deduction authorization form, in the
employee's name jointly with a member of the employee's family, with right of
survivorship. An employee who is a resident of a jurisdiction which does not
recognize such a joint tenancy may request that such Shares be held in his or
her name as tenant in common with a member of the employee's family, without
right of survivorship.
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10. RIGHTS AS STOCKHOLDER. An employee shall have no rights as a stockholder
with respect to Shares subject to any rights granted under this Plan until
payment for such Shares has been completed at the close of business on the
relevant Purchase Date. An employee shall have no right to vote any fractional
interest in a Share credited to his account.
11. CERTIFICATES. Certificates for whole Shares purchased shall be issued as
soon as practicable following an employee's written request. Tribune Company
may make a reasonable charge for the issuance of such certificates. Fractional
interests in Shares shall be carried forward in an employee's brokerage or Plan
share account until they equal one whole Share or until the termination of the
employee's participation in the Plan, in which event an amount in cash equal to
the value of such fractional interest shall be paid to the employee in cash.
12. TERMINATION OF EMPLOYMENT. If a participating employee's employment is
terminated for any reason, including death, if an employee is granted a leave of
absence of more than 90 days duration or if an employee otherwise ceases to be
eligible to participate in the Plan, payroll deductions on behalf of the
employee shall be discontinued and any amounts then credited to the employee's
payroll deduction account shall remain in the account and be used to purchase
Shares in accordance with paragraph 8 hereof, subject to the limitations in
paragraph 7 hereof.
13. RIGHTS NOT TRANSFERABLE. Rights granted under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during an employee's lifetime only
by the employee.
14. EMPLOYMENT RIGHTS. Neither participation in the Plan, nor the exercise of
any right granted under the Plan, shall be made a condition of employment, or of
continued employment, with Tribune Company or any subsidiary.
15. APPLICATION OF FUNDS. All funds received by Tribune Company pursuant to
this Plan may be used for any corporate purpose.
16. AMENDMENTS. The Board of Directors may at any time, and from time to time,
amend this Plan in any respect, except that no amendment:
(a) increasing the number of Shares available for sale under this Plan
(other than as permitted by paragraph 1);
(b) changing the classification of employees eligible to participate in the
Plan or the definitions of "subsidiary" or "qualified subsidiary"; or
(c) materially changing the method for determining the Purchase Price of
Shares;
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shall be made without the affirmative vote of stockholders holding at least a
majority of the voting power of all shares of Tribune Company represented in
person or by proxy at a duly held stockholders' meeting.
17. TERMINATION. This Plan, and all rights of employees under any offering
hereunder, shall terminate upon the first to occur of:
(a) December 31, 1996;
(b) the date on which the Committee determines that the total number of
Shares then available for sale under the Plan is not sufficient to meet
all unfilled purchase requirements; or
(c) the date on which the Plan is terminated by the Board of Directors of
Tribune Company.
Upon termination of the Plan, all payroll deductions shall cease and all amounts
then credited to the participating employees' payroll deduction accounts shall
be equitably applied to the purchase of whole Shares then available for sale,
and any remaining amounts shall be promptly refunded to the participating
employees.
18. APPLICABLE LAWS. This Plan, and all rights granted hereunder, are intended
to meet the requirements of an "employee stock purchase plan" under Section 423
of the Internal Revenue Code, as from time to time amended, and the Plan shall
be construed and interpreted to accomplish this intent. Sales of Shares under
the Plan are subject to, and shall be accomplished only in accordance with, the
requirements of all applicable securities and other laws.
19. EXPENSES. Except to the extent provided in paragraph 11, all expenses of
administering the Plan, including expenses incurred in connection with the
purchase of Shares for sale to participating employees, shall be borne by
Tribune Company and its subsidiaries.
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