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Exhibit 4(a)
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
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1. PURPOSE. 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 interest 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. The total number of share
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. 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. PARTICIPATION. 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. 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
1 above, at the 1995 annual meeting of stockholders.
All options granted under the Plan shall be subject to the following
terms and conditions.
A. PRICE. 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.
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B. CASH EXERCISE. 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. 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. 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 exercisable, subject to a
minimum exercise of 100 shares.
6. WITHHOLDING OF TAXES. 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
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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. 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. 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. 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, 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. 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
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effected free of any conditions not acceptable to the
Company
11. DURATION OF PLAN. 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. 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.
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