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EXHIBIT 10.4
RANGER EQUITY HOLDINGS CORPORATION
PHANTOM STOCK PLAN
1.0 PURPOSE. Ranger Equity Holdings Corporation, a Delaware corporation,
(herein, together with its successors, referred to as the "Company"),
by means of this Phantom Stock Plan (the "Plan") desires to provide to
certain employees of the Company with awards based on hypothetical
shares of the Company's common stock, $.01 par value per share,
("Common Stock") in lieu of and in replacement for non-vested options
granted under the LIN Television Corporation Amended and Restated 1994
Stock Incentive Plan and the LIN Television Corporation 1994 Adjustment
Stock Incentive Plan (the "Prior Plans"). In addition, the Plan is
intended to motivate these employees to put forth maximum efforts
toward the growth, profitability and services of the Company by
providing incentives to such persons through cash payments, Common
Stock, or a combination of both. The Plan shall be effective as of
March 3, 1998 (the "Effective Date") and shall terminate on the 10th
anniversary thereof (unless sooner terminated by the Company).
2.0 DEFINITIONS
The following terms shall have the following meanings unless the
context indicates otherwise:
2.1 "Affiliate" shall mean, as to any Person, a person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person.
2.2 "Cause" shall mean any willful misconduct by the employee which results
in material and demonstrable liability or damage to the Company or its
property.
2.3 "Change in Control" shall mean the first to occur of the following
events: (i) any sale, lease, exchange, or other transfer (in one
transaction or series of related transactions) of all or substantially
all of the assets of the Company to any person or group of related
Persons for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, other than one or more members of the HMC Group, (ii)
a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or (iii) the acquisition of
any Person or Group of Persons (other than one or more members of the
HMC Group) of the power, directly or indirectly, to vote or direct the
voting of securities having more than 50 percent of the ordinary voting
power for the election of directors of the Company.
2.4 "Committee" shall mean, as the case may be, the Board of Directors of
the Company or a committee appointed by the Board of Directors of the
Company.
2.5 "Continuing Director" shall mean as of the date of determination, any
Person who (i) was a member of the Board of Directors of the Company on
the date of adoption of this Plan, (ii) was nominated for election or
elected to the Board of Directors of the Company with the affirmative
vote of a majority of the Continuing Directors who were members of such
Board of Directors at the time of such nomination or election, or (iii)
is a member of the HMC Group.
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2.6 "Fair Market Value of the Common Stock" shall mean:
(a) if the Common Stock is readily tradable on a national
securities exchange or other market system, the closing price
of the Common Stock on the date of calculation (or on the last
preceding trading date if Common Stock was not traded on such
date), or
(b) if the Common Stock is not readily tradable on a national
securities exchange or other market system, then such any
other value as determined in good faith by the Board.
2.7 "Good Reason" shall mean (i) any reduction in an employee's current
salary, (ii) any change in an employee's work location of more than 25
miles, or (iii) any material adverse change in an employee's position
or duties other than as a result of changes in public or private
company status.
2.8 "HMC Group" shall mean Hicks, Muse, Tate & Furst Incorporated, its
Affiliates and their respective employees, officers, and directors (and
members of their respective families and trusts for the primary benefit
of such family members).
2.9 "Initial Public Offering" shall mean the date that any class of
securities of the Company is registered under the Securities Exchange
Act of 1934, as amended.
2.10 "Person" shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation,
a partnership, or a trust.
2.11 "Phantom Unit Account" shall mean a notional account established and
maintained by the Company for a Participant which shall record the
number of Phantom Units granted to the Participant under Section 4.1
below. This notional account shall be established by the Company for
bookkeeping purposes only, and no separate funds shall be segregated by
the Company for the benefit of the Participant.
2.12 "Subsidiary" shall mean a corporation of which the Company directly or
indirectly owns more than 50 percent of the voting stock or any other
business entity in which the Company directly or indirectly has an
ownership interest of more than 50 percent.
3.0 ELIGIBILITY AND PARTICIPATION All employees of the Company or any of
its Subsidiaries as of March 3, 1998 who held one or more non-vested
options under the Prior Plans and elected in writing to cancel all or
part of such options in exchange for Phantom Stock Units (as described
in Section 4.1 below), shall be eligible to participate in the Plan,
subject to the sole discretion of the Company.
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4.0 PHANTOM STOCK AWARDS AND PHANTOM STOCK UNITS
4.1 PHANTOM STOCK UNITS. The Company shall grant hypothetical shares of
Common Stock ("Phantom Stock Units") to Participants as substitution in
lieu of and as a replacement for the options granted to an employee
under the Prior Plans and held by such employee as of March 3, 1998 up
to the amount designated by such Participants, provided, however that
the Company reserves the right to approve or limit the amount
designated by the Participant. The Company shall enter and record in
the employee's Phantom Unit Account such number of Phantom Stock Units
(including any future adjustment for dividends with respect to Common
Stock).
4.2 FORFEITURE. The Participant's Phantom Stock Units shall become
non-forfeitable on the earlier of (i) June 3, 1998 or (ii) termination
of the Participant's employment by the Company for other than Cause or
by the Participant for Good Reason. If prior to June 3, 1998, the
Participant's employment is (i) terminated by the Company for Cause or
(ii) the Participant voluntarily resigns without Good Reason, all
Phantom Stock Units in the Participant's Phantom Stock Unit Account as
of the date of the termination shall immediately be forfeited.
4.3 PAYOUT. As soon as practicable following the date of (i) an employee's
termination of employment, (ii) the first anniversary of an Initial
Public Offering, or (iii) the first anniversary of a Change in Control
("the Payout Date"), the Company shall pay to the Participant an amount
equal to the product of (x) the non-forfeitable Phantom Stock Units in
the Participant's Phantom Stock Unit Account as of the Payout Date
multiplied by (y) the Fair Market Value of the Common Stock as of the
Payout Date in a cash lump sum, shares of Common Stock, or a
combination thereof, at the sole discretion of the Company.
4.4 ELECTION TO EXTEND DEFERRAL OF PAYMENT. Prior to an Initial Public
Offering or a Change in Control, the Committee may, in its sole
discretion, allow a Participant to make an election in writing to defer
the receipt of any payment attributable to Phantom Stock Units to a
date or dates designated by the Participant.
4.5 AWARD AGREEMENT. Each award of Phantom Stock Units granted under the
Plan shall be evidenced by an agreement ("Award Agreement") which shall
be signed by the Committee or its authorized delegate and the
Participant; provided, however, that in the event of any conflict
between a provision of the Plan and any provision of an Award
Agreement, the provision of the Plan shall prevail.
4.6 ADJUSTMENT TO SHARES. If there is any change in the Common Stock of the
Company, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split,
split-up, split-off, spin-off, combination of shares, exchange of
shares, dividend in kind or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding award so that
each such award shall thereafter be with respect to or exercisable for
such securities, cash and/or other property as would have been received
in respect of the Common Stock subject to such award had such award
been paid, distributed or exercised in full immediately prior to such
change or distribution. Such adjustment shall be made successively each
time any such change
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shall occur. In addition, in the event of any such change or
distribution, in order to prevent dilution or enlargement of
Participants' rights under the Plan, the Committee shall have the
authority to adjust, in an equitable manner, the number and kind of
shares subject to outstanding awards, and the Fair Market Value of the
Common Stock and other value determinations applicable to outstanding
awards. Appropriate adjustments may also be made by the Committee in
the terms of any awards granted under the Plan to reflect such changes
or distributions and to modify any other terms of outstanding awards on
an equitable basis. In addition, the Committee is authorized to make
adjustments to the terms and conditions of, and the criteria included
in, awards in recognition of unusual or nonrecurring events affecting
the Company or the financial statements of the Company, or in response
to changes in applicable laws, regulations, or accounting principles.
5.0 ADMINISTRATION
5.1 RESPONSIBILITY. The Committee shall have the responsibility, in its
sole discretion, to control, operate, manage and administer the Plan in
accordance with its terms and shall have all the discretionary
authority that may be necessary or helpful to enable it to discharge
its responsibilities with respect to the Plan.
5.2 DELEGATION OF AUTHORITY. The Committee may delegate to one or more of
its members, or to one or more agents, such administrative duties as it
may deem advisable; provided, however, that any such delegation shall
be in writing. In addition, the Committee, or any person to whom it has
delegated duties under this Section 5.2, may employ one or more persons
to render advice with respect to any responsibility the Committee or
such person may have under the Plan. The Committee may employ such
legal or other counsel, consultants and agents as it may deem desirable
for the administration of the Plan and may rely upon any opinion or
computation received from any such counsel, consultant or agent.
5.3 DETERMINATIONS AND INTERPRETATIONS BY THE COMMITTEE. All determinations
and interpretations made by the Committee in good faith shall be
binding and conclusive on all Participants and their heirs, successors,
and legal representatives.
6.0 WITHHOLDING TAXES. The Company may require a Participant to reimburse
the Company for any taxes required by any governmental regulatory
authority to be withheld or otherwise deducted and paid by the Company
or any Subsidiary in respect of the payment of any amounts paid under
the Plan. In lieu thereof, the Company or Subsidiary shall have the
right to withhold the amount of such taxes from any other sums due or
to become due from the Company or the Subsidiary to the Participant
upon such terms and conditions as the Committee shall prescribe.
7.0 AMENDMENT AND TERMINATION
7.1 TERMINATION AND AMENDMENT OF PLAN. The Board may amend, suspend or
terminate the Plan at any time with or without prior notice; provided,
however, that no action authorized by this Section 7.1 shall reduce the
amount of any outstanding award or change the terms and conditions
thereof without the Participant's consent.
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7.2 AMENDMENT OR CANCELLATION OF AWARD AGREEMENTS. The Committee may amend
or modify any Award Agreement at any time by mutual agreement between
the Committee and the Participant or such other persons as may then
have an interest therein. In addition, by mutual agreement between the
Committee and a Participant or such other persons as may then have an
interest therein, awards may be granted to an employee in substitution
and exchange for, and in cancellation of, any awards previously granted
to such employee under the Plan, or any award previously granted to
such employee, under any other present or future plan of the Company or
any present or future plan of an entity which (i) is purchased by the
Company, (ii) purchases the Company, or (iii) merges into or with the
Company.
8.0 MISCELLANEOUS
8.1 OTHER PROVISIONS. Awards granted under the Plan may also be subject to
such other provisions (whether or not applicable to the award granted
to any other Participant) as the Committee determines on the date of
grant to be appropriate.
8.2 TRANSFERABILITY. Each award granted under the Plan to a Participant and
any interest therein shall not be transferable otherwise than by will
or the laws of descent and distribution, Any purported transfer of an
award or any interest therein to a creditor of a Participant shall be
void, and the award may be forfeited at the discretion of the
Committee.
8.3 NO RIGHT, TIDE, OR INTEREST IN COMPANY ASSETS. Participants shall have
no right, title, or interest whatsoever in or to any investments which
the Company may make to aid it in meeting its obligations under the
Plan. Nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary,
legal representative or any other person. To the extent that any person
acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general
creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as
amended.
8.4 NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE OR TO GRANTS. The
Participant's rights, if any, to continue to serve the Company as an
employee shall not be enlarged or otherwise affected by his or her
designation as a Participant under the Plan, and the Company or the
applicable Subsidiary reserves the right to terminate the employment of
any employee at any time.
8.5 GOVERNING LAW. The Plan, all awards granted hereunder, and all actions
taken in connection herewith shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to
principles of conflict of laws, except as superseded by applicable
federal law.
8.6 OTHER BENEFITS. No award granted under the Plan shall be considered
compensation for purposes of computing benefits under any retirement
plan of the Company or any Subsidiary nor affect any benefits or
compensation under any other benefit or compensation plan of the
Company or any Subsidiary now or subsequently in effect.
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