HTV » Topics » Material Performance Goals Under the Incentive Compensation Plan

This excerpt taken from the HTV DEF 14A filed Apr 4, 2008.

Material Performance Goals Under the Incentive Compensation Plan

        Under the plan, the Compensation Committee (or a subcommittee thereof, as applicable) awards various forms of incentive compensation to executive officers (approximately 5 persons) and other select employees (up to approximately 35 persons) of the Company and its subsidiaries. The Compensation Committee has the authority to determine which employees will participate in the Incentive Compensation Plan and to establish the performance goals and bonuses for such participating employees.

        Forms of incentive compensation may include compensation based upon the achievement of the following performance goals:

        (1)   a percentage of the consolidated pre-tax or after-tax earnings or earnings before interest, taxes, depreciation or amortization ("EBITDA") of the Company and its subsidiaries, or of the separate pre-tax or after-tax earnings or EBITDA of particular subsidiaries or divisions of the Company;

        (2)   changes (or the absence of changes) in the market price of the Company's common stock; or

        (3)   the extent to which the Company and its subsidiaries, particular subsidiaries, divisions or other business units, or particular employees achieve targeted revenues, earnings, costs, broadcast cash flow, operating cash flow, return on assets, return on equity, return on capital or return on investment.

        Targets may be in absolute amounts or relative to the performance of other companies or of an index. Performance targets may relate to particular fiscal years or to periods which are longer or shorter than a single fiscal year. Notwithstanding the foregoing, bonuses can be granted on bases other


than those set forth above in the case of any bonus for which an exception from the limitations of Section 162(m) of the Code is not being sought. No officer or employee may, however, be awarded a bonus under the Incentive Compensation Plan for any fiscal year in excess of $2,000,000.

        Bonuses may be payable in single lump sums, or may be payable over a period of years, and may (but are not required to) be made forfeitable to the extent recipients do not continue to be employed by the Company or its subsidiaries throughout the period during which they are payable. Bonuses otherwise payable under the Incentive Compensation Plan are subject to reduction or elimination by the Compensation Committee (or a subcommittee thereof, as applicable). In the case of any employee who is expected by the Compensation Committee to be a "covered employee" within the meaning of Section 162(m) of the Code for the year for which an award is made, the award is made by a subcommittee of the Compensation Committee consisting solely of "outside directors" for purposes of Section 162(m) of the Code. A copy of the Incentive Compensation Plan is attached as Appendix A.

        The amounts of the awards which were granted to the Company's named executive officers under the Incentive Compensation Plan are disclosed under the column "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table on page 25.

        Hearst Broadcasting, which held approximately 75.6% of the outstanding voting power of our Common Stock as of the Record Date, has notified us that it intends to vote in favor of the Incentive Compensation Plan Proposal. Hearst Broadcasting has sufficient voting power to approve the proposal, and if Hearst Broadcasting votes in favor of the proposal as it has indicated, the Incentive Compensation Plan Proposal will be approved.

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