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Exhibit 4(a)
THE E.W. SCRIPPS COMPANY
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
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1. Purpose.
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The Plan shall be known as The E.W. Scripps Company 1994 Non-Employee
Directors' Stock Option Plan. The purpose of The E.W. Scripps Company
1994 Non-Employee Directors' Stock Option Plan (hereinafter referred
to as the "Plan") is to strengthen the alignment of interests between
non-employee directors (hereinafter referred to as "Participants") and
the shareholders of The E.W. Scripps Company (hereinafter referred to
as the "Company") through the increased ownership of shares of the
Company's Class A Common Stock.
The Plan shall be subject to approval by the holders of the Company's
Common Voting Stock at the Company's 1995 annual meeting of
stockholders.
2. Limitation on Number of Shares for the Plan.
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The total number of shares of Class A Common Stock of the Company that
may be made subject to options awarded under the Plan shall be 50,000.
3. Limitation on Amendments to the Plan.
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The Plan may not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code of 1986, as
amended (the "Code"), the Employee Retirement Income Security Act, as
amended, or the rules under either of the foregoing acts.
4. Participating.
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Participation in the Plan shall be limited to all non-employee
Directors of the Company elected by the holders of the Company's Class
A Common Stock.
5. Nonqualified Options.
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Directors elected by the holders of the Company's Class A Common Stock
shall receive an option for 5,000 shares of Class A Common Stock at
the time of their initial election. At the implementation of this
Plan, effective December 9, 1994, each director currently in office
shall receive an option for 5,000 shares of Class A Common Stock,
subject to shareholder approval, as referenced in number I above, at
the 1995 annual meeting of stockholders.
All options granted under the Plan shall be subject to the following
terms and conditions.
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A. Price.
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The price per share deliverable upon the exercise of each
option ("exercise price") shall be equal to 100% of the Fair
Market Value of the shares on the date the option is granted.
The Fair Market Value of a share of Class A Common Stock of
the Company shall mean, with respect to the date in question,
the average of the highest and lowest officially-quoted
selling prices on the New York Stock Exchange.
B. Cash Exercise.
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Options may be exercised in whole or in part upon payment of
the exercise price of the shares to be acquired. Payment
shall be made in cash or in shares of Class A Common Stock
previously acquired by the Participant or a combination of
cash and shares of Class A Common Stock. The Fair Market
Value of shares of Class A Common Stock tendered on exercise
of options shall be determined on the date of exercise.
C. Cashless Exercise.
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Options may be exercised in whole or in part upon delivery to
the Secretary of the Company of an irrevocable written notice
of exercise. The date on which such notice is received by the
Secretary shall be the date of exercise of the option,
provided that within five business days of the delivery of
such notice the funds to pay for exercise of the option are
delivered to the Company by a broker acting on behalf of the
optionee either in connection with the sale of the shares
underlying the option or in connection with the making of a
margin loan to the optionee to enable payment of the exercise
price of the option. In connection with the foregoing, the
Company will provide a copy of the notice of exercise of the
option to the aforesaid broker upon receipt by the Secretary
of such notice and will deliver to such broker, within five
business days of the delivery of such notice to the Company, a
certificate or certificates (as requested by the broker)
representing the number of shares underlying the option that
have been sold by such broker for the optionee.
D. Terms of Options.
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The initial stock option award effective on December 9, 1994
shall be exercisable on December 9, 1995. All other stock
option awards shall be exercisable on the first anniversary of
the director's election.
The term of each option shall be ten years from the date it is
granted. Shares may be purchased in whole or in part at any
time after the option becomes
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exercisable, subject to a minimum exercise of 100 shares.
6. Withholding of Taxes.
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The Company may require, as a condition to any grant under the Plan or
to the delivery of certificates for shares issued hereunder, that the
grantee pay to the Company, in cash, any federal, state or local taxes
of any kind required by law to be withheld with respect to any grant
or any delivery of shares. The Committee, in its sole discretion, may
permit participants to pay such taxes through the withholding of
shares otherwise deliverable to such participant in connection with
such grant or the delivery to the Company of shares otherwise acquired
by the Participant. The Fair Market Value of shares of Class A Common
Stock withheld by the Company or tendered to the Company for the
satisfaction of tax withholding obligations under this section shall
be determined on the date such shares are withheld or tendered. The
Company, to the extent permitted or required by law, shall have the
right to deduct from any payment of any kind otherwise due to a
grantee any federal, state or local taxes of any kind required by law
to be withheld with respect to any grant or to the delivery of shares
under the Plan, or to retain or sell without notice a sufficient
number of the shares to be issued to such grantee to cover any such
taxes, provided that the Company shall not sell any such shares if
such sale would be considered a sale by such grantee for purposes of
Section 16 of the Securities Exchange Act of 1934 (the "Exchange
Act").
7. Written Agreement.
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Each director to whom a grant is made under the Plan shall enter into
a written agreement with the Company that shall contain such
provisions, consistent with the provisions of the Plan, as may be
established by the Company.
8. Transferability.
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No option granted under the Plan shall be transferable by a director
otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. An option may be exercised only by the optionee or
grantee thereof or his guardian or legal representative.
9. Adjustments.
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In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution
of assets, or any other change in the corporate structure or shares of
the Company, the Company shall make such adjustments as it deems
appropriate in the number and kind of shares reserved for issuance
under the Plan, in the number and kind of shares covered by options
granted under the Plan, and in the exercise price of outstanding
options. In the event of any merger,
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consolidation or other reorganization in which the Company is not the
surviving or continuing corporation, all stock option awards that were
granted hereunder and that are outstanding on the date of such event
shall be assumed by the surviving or continuing corporation.
10. Listing and Registration.
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If the Company determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares
subject to any option granted under the Plan is necessary or desirable
as a condition of, or in connection with, the granting of same or the
issue or purchase of shares thereunder, no such option may be
exercised in whole or in part, or no shares issued unless such
listing, registration or qualification is effected free of any
conditions not acceptable to the Company.
11. Duration of Plan.
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This Plan shall become effective as of December 9, 1994 subject to
approval before December 1, 1995 by the affirmative vote of the
holders of a majority of the Common Voting Stock of the Company
present, or represented, and entitled to vote at a meeting duly held.
All options awarded prior to approval of the Plan by such shareholders
may not be exercised until such approval is obtained and shall be
canceled and forfeited in the event such approval is not obtained.
This Plan will terminate on December 8, 2004 but no such termination
shall affect the prior rights under this Plan of the Company or of any
Participant who has received an option hereunder.
12. Additional Provisions.
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A Participant may elect to (i) have shares withheld from a grant or an
award made under the Plan or tender shares to the Company in order to
satisfy the tax withholding consequences of a grant or an award made
under the Plan, only during the period beginning on the third business
day following the date on which the Company releases the financial
information specified in 17 C.F.R. Section 240.16b-3 (e) (1) (ii) and
ending on the twelfth business day following such date.
Notwithstanding the foregoing, a Participant may elect to have shares
withheld on exercise of an option granted under the Plan in order to
satisfy tax withholding consequences thereof by providing the Company
with a written election to so withhold at least six months in advance
of the withholding of shares otherwise issuable upon exercise of such
option.