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EXHIBIT 10.2
THE WASHINGTON POST COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED EFFECTIVE MARCH 9, 2000
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THE WASHINGTON POST COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
As Amended and Restated
Effective March 9, 2000
1. Purposes
The purposes of this Long-Term Incentive Compensation Plan
(hereinafter called the Plan) of The Washington Post Company, a Delaware
corporation (hereinafter called the Company), are (a) to provide greater
incentives to key employees to increase the profitability of the Company and its
subsidiaries and (b) to strengthen the ability of the Company and its
subsidiaries to attract, motivate and retain persons of merit and competence
upon which, in large measure, continued growth and profitability depend.
2. Administration of the Plan
The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (hereinafter called the Committee) as
constituted from time to time by the Board of Directors. No member of the
Committee shall be eligible to participate in the Plan. The Committee shall have
full power and authority to make all decisions and determinations with respect
to the Plan, including without limitation the power and authority to interpret
and administer the Plan, adopt rules and regulations and establish terms and
conditions, not contrary to the provisions of the Plan, for the administration
of its business and the implementation of the Plan.
3. Participation
(a) Participation in the Plan shall be extended to senior executives,
key managers and key personnel of the Company and its subsidiaries who, in the
opinion of the Committee, are mainly responsible for the management of the
operations of the Company
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and its subsidiaries or who are otherwise in a position to make substantial
contributions to the management, growth and success of the business of the
Company.
(b) Directors as such shall not participate in the Plan, but the fact
that an employee is also a Director of the Company or a subsidiary shall not
prevent his participation.
(c) As used in the Plan, the term "Company" shall mean The Washington
Post Company and any subsidiary thereof.
(d) The Plan shall not be deemed to preclude the making of any award
pursuant to any other compensation, incentive, bonus or stock option plan which
may be in effect from time to time.
4. Duration of Plan; Award Cycles; Awards
(a) The Plan shall remain in effect until terminated by the Board of
Directors; provided, however, that the termination of the Plan shall not affect
the delivery or payment of any award made prior to the termination of the Plan.
(b) During the term of the Plan the Committee shall from time to time
establish Award Cycles, each of which shall commence on the first day of a
fiscal year of the Company and shall consist of not less than three nor more
than four fiscal years of the Company. At least two such fiscal years shall
elapse between the beginning of consecutive Award Cycles.
(c) For each Award Cycle the Committee shall
(i) designate the participants who are to receive awards of Restricted
Stock for such Award Cycle and, subject to paragraph 5(a), the number of
shares of Restricted Stock awarded to each such participant,
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(ii) designate, subject to paragraph 6(a), the participants who are to
receive awards of Performance Units for such Award Cycle and the number of
Performance Units awarded to each such participant, and
(iii) establish, subject to paragraph 6(b), the method for determining
at the end of such Award Cycle the value of a Performance Unit awarded at
the beginning of such Award Cycle.
5. Restricted Stock
(a) To each participant designated to receive an award of Restricted
Stock for an Award Cycle there shall be issued (subject to subparagraph (b)
below) a stock certificate, registered in the name of such participant,
representing such number of restricted shares of Class B Common Stock of the
Company (hereinafter called Common Stock) as the Committee shall determine
(hereinafter called Restricted Stock); provided, however, that such number of
shares shall not exceed 10,000.
(b) Within 20 days after the effective date of a Restricted Stock
award, each recipient of such an award shall deliver to the Company (i) an
executed copy of a Restricted Stock Agreement containing the terms and
provisions set forth in subparagraph (c) below and (ii) a stock power executed
in blank. Upon receipt of such agreement and stock power executed by the
participant, the Company shall cause the stock certificate referred to in
subparagraph (a) to be issued in the name of the participant and delivered to
the Secretary of the Company in custody for such participant. The failure of a
participant to return such agreement and stock power within such 20-day period
without cause shall result in cancellation of the Restricted Stock Award to such
participant, and no stock certificate therefor shall be issued in his name.
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(c) Each Restricted Stock Agreement accompanying an award of
Restricted Stock made for an Award Cycle shall contain the following provisions,
together with such other provisions as the Committee shall determine:
(i) Except as hereinafter provided, none of the shares of Restricted
Stock subject thereto may be sold, transferred, assigned, pledged or
otherwise disposed of before the day following the end of such Award Cycle
(hereinafter called the Vesting Date).
(ii) If the participant is continuously employed by the Company until
the end of the Award Cycle, the restriction set forth in subparagraph
(c)(i) above shall terminate on the Vesting Date as to all the shares of
Restricted Stock. Notwithstanding the foregoing, in the case of a
participant who is an executive officer of the Company at the time of the
award, the Committee shall, prior to the beginning of each Award Cycle,
establish a formula based on cash flow, operating income, earnings per
share, economic value added (EVA), return on assets, total return on equity
of the Company, operating margins, cash flow margins, shareholder return,
cost control and/or revenue growth measurements over the period of the
Award Cycle, which will have to be achieved if the restriction set forth in
subparagraph (c)(i) above is to terminate as provided in this subparagraph
(c)(ii).
(iii) If the participant's employment by the Company terminates before
the Vesting Date, the restriction set forth in paragraph (c)(i) shall
terminate on the date his employment terminates (including by reason of
death or disability) as to a percentage of the number of shares of
Restricted Stock originally awarded (rounded to the nearest whole share)
determined as set forth below (and ownership of all shares of Restricted
Stock as to
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which such restriction shall not so terminate shall forthwith revert
to the Company):
(A) if termination is by reason of death, disability or
retirement at Normal Retirement Age (as defined in the Company's
Retirement Plan), the percentage determined by dividing (i) the number
of full months elapsed from the effective date of the award to the
date of such termination by (ii) the number of full months from such
effective date to the end of the Award Cycle (such percentage being
hereinafter called the Pro-Rated Percentage);
(B) if termination is by reason of retirement at or after age 55,
but prior to Normal Retirement Age (as defined in the Company's
Retirement Plan), such percentage (not greater than the Pro-Rated
Percentage) as the Committee may in its sole discretion determine;
(C) if termination occurs for any other reason (voluntary or
involuntary) more than two years from the effective date of the award,
such percentage, if any, (but not greater than the Pro-Rated
Percentage) as the Committee may in its sole discretion determine; and
(D) if termination occurs for any other reason (voluntary or
involuntary) within two years from the effective date of the award,
ownership of all the shares of Restricted Stock shall revert to the
Company.
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(iv) Promptly after the restriction set forth in subparagraph
(c)(i) shall terminate as to any shares of Restricted Stock, the
participant to whom such shares were awarded (or his estate) shall pay
to the Company the amount of all Federal, state and local withholding
taxes payable on the compensation represented by such shares, and upon
receipt of such payment the Company shall deliver to the participant a
stock certificate or certificates for such shares. Alternatively,
pursuant to rules established by the Compensation Committee, a
participant may elect to receive all or a portion of his award in the
form of cash in lieu of shares, based on the fair market value (the
mean between the high and low price per share on the New York Stock
Exchange) of such shares on the date the restrictions set forth in
subparagraph (c)(i) shall terminate; and the Company will deduct the
amount of all withholding taxes payable on the compensation
represented by such shares from the cash value of the shares to be
paid to the participant.
(v) As long as shares of Restricted Stock remain registered in
the name of a participant he shall be entitled to all the attributes
of ownership of such shares (subject to the restriction on transfer
referred to above), including the right to vote such shares and to
receive all dividends declared and paid on such shares.
(d) All shares of Common Stock issued to recipients of Restricted
Stock awards shall be issued from previously issued and outstanding shares held
in the Treasury of the Company.
(e) The total number of shares of Common Stock that may be
awarded as Restricted Stock under the Plan shall not exceed 275,000 shares;
provided, however, that
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effective November 1, 1991, shares which revert to the Company in accordance
with paragraph 5(c)(iii) shall be deemed to have been awarded as Restricted
Stock for purposes of determining the number of shares of Restricted Stock
remaining available to be awarded hereunder.
6. Performance Units
(a) To each participant designated to receive an award of
Performance Units for an Award Cycle there shall be issued a Performance Unit
Certificate representing such number of Performance Units with a nominal value
of $100 each as the Committee shall determine; provided, however, that the total
nominal value of Performance Units awarded to a participant for any Award Cycle
shall not exceed 300% of such participant's base salary at the date of such
award.
(b) No later than 90 days after the beginning of each Award Cycle
the Committee shall establish a method for determining the earned value of a
Performance Unit at the end of such Award Cycle (hereinafter called the Payout
Value) based on performance goals over the period of the Award Cycle related to
operating income, cash flow, shareholder return, return on assets, return on
equity, operating margins, cost control, customer satisfaction, economic value
added (EVA) and/or revenue growth measurements, which may be in respect of the
Company, as a whole, or any business unit thereof; provided, however, that such
method shall provide that (i) no Payout Value may exceed $200 and (ii) the
payment of an award of Performance Units to any participant at the end of an
Award Cycle shall be the lesser of $4 million or the amount determined by
multiplying the Payout Value times the number of Performance Units granted to
such participant.
(c) If a participant's employment by the Company terminates
before the end of an Award Cycle for which he was granted Performance Units,
after the end of such
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Award Cycle he shall be entitled to a percentage of the Payout Value of said
Performance Units determined as set forth below:
(A) if termination is by reason of death, disability or
retirement at Normal Retirement Age (as defined in the Company's
Retirement Plan), the Pro-Rated Percentage;
(B) if termination is by reason of retirement at or after age 55,
but prior to Normal Retirement Age (as defined in the Company's
Retirement Plan), such percentage (not greater than the Pro-Rated
Percentage) as the Committee may in its sole discretion determine;
(C) if termination occurs for any other reason (voluntary or
involuntary) more than two years after the effective date of the
award, such percentage, if any (but not greater than the Pro-Rated
Percentage), as the Committee may in its sole discretion determine;
and
(D) if termination occurs for any other reason (voluntary or
involuntary) within two years from the effective date of the award, no
percentage of the Payout Value shall be paid.
(d) As promptly as practicable after the end of each Award Cycle the
Payout Value of a Performance Unit awarded at the beginning of such Award Cycle
shall be calculated and paid in cash to the recipients awarded such Performance
Units after deduction of all Federal, state and local withholding taxes payable
on the compensation represented thereby.
(e) At the end of each Award Cycle the Committee may, in its sole
discretion, award to those senior executives of the Company and its subsidiaries
who are not executive officers of the Company and whose performance during such
Award Cycle the Committee believes merits special recognition cash bonuses in an
aggregate amount
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not to exceed 10% of the aggregate Payout Value of all Performance Units that
become vested and payable with respect to such Award Cycle.
7. Expenses
The expenses of administering this Plan shall be borne by the Company.
8. Adjustments in Class B Common Stock
In the event of any change or changes in the outstanding shares of
Common Stock by reason of any stock dividend, split-up, recapitalization,
combination or exchange of shares, merger, consolidation, separation,
reorganization, liquidation or the like, the class and aggregate number of
shares that may be awarded as Restricted Stock under the Plan after any such
change shall be appropriately adjusted by the Committee, whose determination
shall be conclusive.
9. Amendment
The Board of Directors of the Company shall have complete power and
authority to amend the Plan, provided, however, that the Board of Directors
shall not, without the approval of the holders of a majority of the voting stock
of the Company entitled to vote thereon, increase either (i) the maximum number
of shares of Restricted Stock that may be awarded under the Plan, (ii) the
maximum number of shares of Restricted Stock or Performance Units that may be
awarded to a participant, (iii) the maximum Payout Value of a Performance Unit,
or (iv) the percentage ceiling on the aggregate amount of bonuses which may be
awarded pursuant to paragraph 6(e).
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