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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 the Company's Class A
Common Shares.
The Plan shall be subject to approval by the holders of the Company's
Common Voting Shares at the Company's 1995 annual meeting of shareholders
and the amendment to this Plan is subject to shareholder approval at the
Company's 1997 annual meeting of shareholders.
2. LIMITATION ON NUMBER OF SHARES FOR THE PLAN.
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The total number of Class A Common Shares of the Company that may be made
subject to options awarded under the Plan shall be 100,000.
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. PARTICIPATION.
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For purposes of this Plan, a director shall be defined as any director
who is not an officer or employee of the Company, or a beneficiary of The
Edward W. Scripps Trust, or a trustee of The Edward W. Scripps Trust.
5. NONQUALIFIED OPTIONS.
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Directors shall receive an option for 10,000 Class A Common Shares at the
time of their initial election. At the implementation of the amendment to
this Plan, effective May 12, 1997, each director, as defined by section 4
of this Plan, in office on May 9, 1997 shall receive an option for 1,900
Class A Common Shares.
All options granted under the Plan shall be subject to the following
terms and conditions.
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 Class A Common Share 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 by means of Class A Common Shares previously acquired
by the Participant or a combination of cash and Class A Common
Shares. The Fair Market Value of Class A Common Shares tendered on
exercise of options shall be determined on the date of exercise.
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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
award.
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.
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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 Class A Common Shares 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, consolidation
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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 Shares 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.
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