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Exhibit 10.2
TRIBUNE COMPANY
DIRECTORS' DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 11, 2003)
The purpose of this Plan is to enable eligible directors of Tribune Company
to defer the receipt of cash payments that otherwise would be payable to them
for their services as directors of Tribune Company.
1. DEFINITIONS.
Where the following words and phrases are used in this Plan, they shall
have the meanings set forth below, unless their context clearly indicates to the
contrary:
(a) ACCOUNT. Each Deferred Compensation Account or subsidiary account
established on behalf of a Participant pursuant to this Plan.
(b) DEFERRED COMPENSATION. The cash stipends and fees for services as
a director of Tribune which an Eligible Director has elected to have treated as
Deferred Compensation pursuant to paragraph 2(a).
(c) ELIGIBLE DIRECTOR. Any member of the Board of Directors of
Tribune who is entitled to stipends and fees for his or her services as a
director.
(d) PARTICIPANT. An Eligible Director who has elected to receive
Deferred Compensation pursuant to paragraph 2(a).
(e) PLAN. The Tribune Company Directors' Deferred Compensation Plan,
as set forth herein and as from time to time in effect.
(f) TRIBUNE. Tribune Company, a Delaware corporation, and its
successor or successors.
2. ELECTION OF DEFERRED COMPENSATION.
(a) Subject to the provisions of paragraph 2(b), any Eligible
Director may at any time, and from time to time, elect to defer receipt of the
cash stipends and fees that he or she is entitled to receive for services as a
director of Tribune. Any such election shall be exercised by the Eligible
Director in writing filed with the Secretary of Tribune prior to the beginning
of the calendar quarter for which any such stipends and fees are earned. The
director may designate 25%, 50%, 75% or 100% of the cash amount payable to such
director to be deferred, and such election shall remain in effect until it is
amended or terminated pursuant to paragraph 2(b).
(b) An Eligible Director may at any time, and from time to time,
amend or terminate his or her election under paragraph 2(a). Any such amendment
or termination shall take effect with respect to the amounts payable to such
Eligible Director for calendar quarters commencing after his or her written
direction to amend or terminate such election is received by
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the Secretary of Tribune. An Eligible Director who has terminated an election
under paragraph 2(a) may not make another such election until a period of twelve
(12) months has lapsed from the date as of which the previous such election was
terminated.
(c) Deferred Compensation shall be subject to the rules set forth in
this Plan and each Eligible Director shall have the right to receive cash
payments on account of previously Deferred Compensation only in the amounts and
under the circumstances hereinafter set forth.
3. ADMINISTRATION
Full power and authority to construe, interpret, administer, and make
determinations under this Plan shall be vested in the Tribune Board of
Directors. All determinations made by the Board of Directors shall be conclusive
upon Tribune, upon each Eligible Director, and upon their designees. If one or
more members of the Board of Directors are disqualified by personal interest
from taking part in a particular decision, the remaining member or members of
the Board of Directors (although less than a quorum) shall have full power to
act on such matter. The Board of Directors may delegate the authority to perform
ministerial acts to one or more Tribune officers.
4. DEFERRED COMPENSATION ACCOUNT.
(a) A Participant's Deferred Compensation shall be held, accounted
for, and deemed to be invested in accordance with this paragraph 4.
(b) Tribune shall establish a Deferred Compensation Account for each
Participant based on his or her election to participate in the Plan. Tribune
shall credit to each Participant's Account an amount equal to the Deferred
Compensation earned by the Participant. Each Account shall also be credited with
the interest, dividends, income or other distributions which would be received
if the amounts held in the Account were invested in the manner elected pursuant
to paragraph 4(c), and each Account shall be credited or charged for any
appreciation or depreciation in the fair market value of the deemed
investment(s) elected pursuant to paragraph 4(c) whether or not Tribune actually
holds such investments. The balance credited to an Account at a given date shall
be referred to as the "Deferred Amount".
(c) Each Participant may elect the manner in which his or her Account
shall be deemed invested subject to the following rules:
(i) Accounts may be deemed invested and reinvested in the
following assets:
(A) Any common or preferred stock, except a security
issued by Tribune, traded on the New York Stock
Exchange, American Stock Exchange or the NASDAQ
National Market at the time the deemed investment is
to be made.
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(B) A registered mutual fund that is open and accepts new
investments;
(C) A time deposit, saving certificate or other bank
investment at a bank selected by the Committee;
(D) A fixed income account credited with interest at the
same rate as credited to participants in the Tribune
Company Bonus Deferral Plan;
(E) Tribune Company common stock.
(ii) A Participant may designate the amount in his or her
Account to be deemed invested in no more than two
investments, other than amounts deemed invested as
described in paragraph 4(c)(i)(D), at any one time.
(iii) Amounts may not be reallocated among investments until six
(6) months have elapsed since the last reallocation.
(iv) If a Participant does not specify a choice of deemed
investment, the balance in his or her Account shall be
deemed invested as described in paragraph 4(c)(i)(D).
(v) A Participant shall elect a choice of deemed investment(s)
or changes therein by written direction delivered to the
Secretary of Tribune.
(vi) Each selected investment shall be deemed to have been made
or withdrawn on the date on which Tribune receives a
written direction from the Participant with respect to
such investment.
(d) Although the amount of payments to be made to each Participant
pursuant to the Plan are measured by the value of and income on certain deemed
investments designated by the Participant, Tribune need not actually make any of
such investments. Rather, the value of and income on the designated investments
are merely a measuring device to determine the amount to be paid to a
Participant. Accordingly, each Participant is and shall remain an unsecured
creditor of Tribune with respect to any amounts owed to such Participant
hereunder. If Tribune, in its discretion, should from time to time make any of
the investments designated by a Participant, or set aside amounts for the
purposes of payment of Deferred Amounts hereunder, such investments or amounts
shall be solely for Tribune's own account and shall not in any way be considered
to create a fund or trust for the benefit of the Participant or his or her
beneficiaries, the Participant shall have no right, title or interest in any
such investments, and the Participant's
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rights hereunder shall be solely those of an unsecured creditor to receive the
payments described herein.
5. PAYMENTS OF DEFERRED AMOUNTS.
(a) Each participant shall elect in writing at the time he or she
makes an election described in paragraph 2(a) that the Deferred Amount payable
to him or her shall be paid in from one (1) to ten (10) annual installments
commencing after:
(i) the date on which such Participant ceases to be a director
of Tribune; or
(ii) the date which is twelve (12) months after the date as of
which such election was terminated pursuant to paragraph
2(b);
whichever first occurs.
A Participant may amend an election with respect to the number of
installments over which the Deferred Amount shall be payable at any time up to
six months prior to the date such Participant ceases to be a director of
Tribune.
(b) Upon the happening of the relevant event described in paragraph
5(a)(i) or (ii), the Deferred Amount with respect to the affected Participant
shall be calculated as of the December 31st immediately following the happening
of such event. If such Deferred Amount is less than Fifty Thousand Dollars
($50,000), it shall be paid to the Participant in one installment,
notwithstanding any prior election by the Participant to receive a greater
number of installments. If such Deferred Amount is Fifty Thousand Dollars
($50,000) or more, it shall be paid to the Participant in that number of
installments which is equal to the lesser of:
(i) the number of installments elected by the Participant with
respect to such Deferred Amount pursuant to paragraph
5(a); or
(ii) the largest number of installments which, when divided
into the Deferred Amount, produces a result which is not
less than Twenty-Five Thousand Dollars ($25,000);
notwithstanding any prior election by the Participant to receive a greater
number of installments. The first installment shall be paid on the February 15th
following the December 31st first following the happening specified in paragraph
5(a), and succeeding installments, if any, shall be paid on the annual
anniversaries of the first payment. The amount of each installment shall be in
an amount equal to the Deferred Amount calculated as of the December 31st
immediately preceding the payment date and payable to the Participant at the
time for payment of such
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installment multiplied by a fraction (the "Installment Fraction"), the numerator
of which is one and the denominator of which is the number of installments
remaining to be paid, including the current installment. At the time each such
installment is paid, the amount credited to such Account shall be reduced by the
amount so paid. Each installment payment shall be deemed to have been made first
from amounts held in the Participant's Account and deemed invested as described
in paragraph 4(c)(i)(D), then from a deemed sale or redemption of a pro rata
share of the other investments deemed held for the Participant's Account (unless
otherwise agreed by the Company and the Participant).
(c) All payments due under this Plan shall be paid in cash to the
Participant except that:
(i) In the event a Participant's Board service terminates by
reason of his or her death, or in the event any
installments are unpaid at the time of a Participant's
death, payments shall be made at the same time and in the
same amounts as if the Participant were living to, and
instructions regarding investments and sales of amounts
credited to the Participant's Accounts shall be given by,
such person or persons (including a trustee or trustees)
as are named in the last written instrument signed by the
Participant and received by Tribune prior to his or her
death, or if the Participant fails to so name any person,
the amounts shall be paid to, and such instructions shall
be given by, his or her estate. Tribune shall be fully
protected in making any payments due hereunder and in
following such instructions in accordance with what
Tribune believes to be such last written instrument
received.
(ii) Tribune may make payments due to a legally incompetent
person in such of the following ways as the Company shall
determine:
(A) directly to such incompetent person;
(B) to the legal representative of such incompetent
person; or
(C) to some near relative of the incompetent person to be
used for the latter's benefit.
(d) Notwithstanding the foregoing, in the event of a Change in
Control as defined in Section 12.2 of the Tribune 1992 Long-Term Incentive Plan,
all Deferred Amounts shall be accelerated and become immediately payable.
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6. EMERGENCY PAYMENTS.
In the event of an emergency as determined hereunder, Tribune may pay any
unpaid installments, or determine the Deferred Amount payable to such
Participant and pay such amount, without regard to the payment dates otherwise
provided herein, to the extent required to meet such emergency where the Board
determines that such action is necessary to prevent undue hardship to a
Participant. Such action shall be taken only if a Participant (or his legal
representatives or successors) shall sign an application describing fully the
circumstances, which are deemed to justify the payment, together with an
estimate of the amounts necessary to prevent great hardship.
7. MISCELLANEOUS.
(a) Except as limited by paragraph 5(c), and except that each
Participant shall have a continuing power to designate a new beneficiary in the
event of his or her death at any time without the consent or approval of any
person theretofore named as a beneficiary, this document shall be binding upon
and inure to the benefit of Tribune, the Participants, their legal
representatives, successors and assigns, and all persons entitled to benefits
hereunder.
(b) Any notice given in connection with this document shall be in
writing and shall be delivered in person or by registered mail, return receipt
requested. Any notice given by registered mail shall be deemed to have been
given upon the date of delivery indicated on the registered mail return receipt,
if correctly addressed.
(c) All payments to persons entitled to benefits hereunder shall be
made to such persons in person, or upon their personal receipt or endorsement,
and shall not be grantable, transferable, or otherwise assignable in
anticipation of payment thereof, in whole or in part, by the voluntary or
involuntary acts of any such persons, or by operation of law, and shall not be
liable or taken for any obligation of such person.
8. TERMINATION OR AMENDMENT.
The Board of Directors of Tribune may in its discretion terminate or
amend this Plan from time to time, provided, however, that no such termination
or amendment shall (without the Participant's consent) alter a Participant's
right to payments of amounts previously credited to such Participant's Accounts,
the amount or times of payment of such amounts, the rights to change investments
in his or her Accounts, or the rights set forth to designate beneficiaries in
the event of his or her death, except that if Tribune is liquidated, merged or
otherwise ceases to exist as a separate publicly-owned company, it shall have
the right to determine the amount in each Participant's Account established for
a Participant with respect to any Deferred Compensation awarded by Tribune,
treating a date established by the Board as the valuation date under paragraph
5(a), and to pay the amount so determined in one or more installments or upon
such other terms and conditions as the Board determines to be just and
equitable.
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9. EXPENSES OF ADMINISTRATION.
The expenses of administering the Plan shall be borne by Tribune.
As Amended by the Board of Directors:
/s/ Crane H. Kenney
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Crane H. Kenney, Secretary
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