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Exhibit
10.03
EXECUTIVE LIFE INSURANCE
BONUS AGREEMENT
EFFECTIVE ON OR AFTER
NOVEMBER 19, 2007
This Executive Life Insurance Bonus
Agreement (the “Agreement”) is made and entered into as
of
, 20 , by and between
(“Executive”) and Media General, Inc.
(“Company”).
RECITALS
| A. |
The Company will annually provide the Executive with special
bonus compensation in recognition of the Executive’s ongoing
valuable contribution to the success of the Company and as an
inducement for the Executive’s continued employment in the
future; |
| B. |
The Company and the Executive desire to have the specifics of
the annual bonus compensation and the criteria pursuant to which
such compensation will be paid reduced to a written
agreement. |
| C. |
This Agreement, the compensation provided hereunder, and the
related Executive Life Insurance Bonus Agreement Program Summary
are intended to comply with section 409A of the Internal Revenue
Code of 1986, as amended, (the “Code”) and Treasury
Regulations thereunder, and shall be administered and interpreted
accordingly. |
NOW, THEREFORE, in consideration of the
foregoing, and the mutual agreements and covenants set forth below,
the Company and the Executive agree as follows:
ARTICLE I
DEFINITIONS AND
CONSTRUCTION
| 1.1 |
Definitions . For purposes of this Agreement,
unless otherwise clearly apparent from the context, the following
phrases or items shall have the following indicated
meanings: |
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(a) |
“ Actual Policy ” shall mean the
actual registered corporate variable universal life insurance
product (policy number
), issued by the Insurer and owned by the Executive or the
Executive’s designee, for which the Company shall remit
Premium to the Insurer on the Executive’s behalf and which
shall reflect the Executive’s actual allocation of policy
values. |
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(b) |
“
Base Compensation ” shall mean: (i) the
Executive’s annual base salary, excluding bonuses,
commissions, overtime, director fees and other fees, paid to the
Executive for employment services rendered to the Company, before
reduction for compensation deferred pursuant to all qualified,
non-qualified and Code Section 125 plans of the Company. For
purposes of determining the Executive’s Base Compensation for
every year up to and including the year in which such
Executive
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terminates (including
termination due to Total Disability) or retires, the Base
Compensation established for the Executive as of January 1 of
that year shall be used. For any and all subsequent years (if any)
covered by this Agreement, the Executive’s Base Compensation
established for the Executive as of January 1 in the year in
which the Executive terminates (including termination due to Total
Disability) or retires shall be used.
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(c) |
“ Cause ” shall mean: |
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(i) |
the failure of the Executive to perform the Executive’s
duties with the Company or an affiliated company (other than any
such failure resulting from incapacity due to physical or mental
illness), |
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(ii) |
the engaging by the Executive in illegal conduct or gross
misconduct which is injurious to the Company, |
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(iii) |
conviction of an act of embezzlement or fraud against the
Company, or a conviction of a felony or guilty or nolo contendere
plea by the Employee with respect thereto, or |
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(iv) |
deliberate dishonesty of the Executive with respect to the
Company or any of its affiliated companies. |
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(d) |
“ Effective Date ” shall mean the
date the Insurer issues the Executive’s Actual
Policy. |
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(e) |
“ Bonus Compensation ” shall mean the
sum of the Premium, and a cash bonus computed in the manner
described in Section 3.2. |
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(f) |
“ Insurer ” shall mean Travelers Life
Insurance Company and/or such other carrier(s) as the Company may,
in its sole discretion, select for purposes of remitting
Premium. |
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(g) |
“Non-Compete Requirement” shall mean
that an Executive shall not, without the written consent of the
Company, directly or indirectly enter into or in any manner take
part in any business, profession or other endeavor which shall be
in competition with the business of the Company, either as an
employee, agent, independent contractor, owner or otherwise in any
state in which the Company is conducting business. |
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(h) |
“
Phantom Policy ” shall be used solely for the
purpose of computing the amount of Premium due to the Insurer for
any given Policy Year, based upon the following assumptions:
(i) the issue date, health “rating” of the
insured, attained age of the insured and other similar underwriting
attributes reflected in the Actual Policy shall also be reflected
in the Phantom Policy; provided, however, in the event the
Executive’s Actual Policy is a joint life policy, the Phantom
Policy shall be deemed to be a single life policy insuring the life
of the Executive; (ii) the Phantom Policy shall be funded with
annual
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premiums over the premium
payment period; (iii) the premium payment period shall
commence upon the Effective Date and shall be assumed to continue
until the Policy Year in which the Executive will attain age
sixty-five (65), or actual termination in the event the Executive
continues employment past age sixty-five (65); (iv) the
Phantom Policy shall be deemed to be the same registered corporate
variable universal life insurance product as the Actual Policy;
provided, however, in the event the Executive’s Actual Policy
is a joint life policy, the Phantom Policy shall be deemed to be a
single life policy insuring the life of the Executive; (v) any
and all Premiums paid to the Insurer pursuant to this Agreement,
for prior Policy Years, shall be deemed to be contributed to this
Phantom Policy as of the date such Premiums are contributed to the
Actual Policy; (vi) all Premiums and policy values shall be
assumed to grow at a net crediting rate of 8.5% (before reduction
for mortality and policy expenses but net of investment management
fees) within the Phantom Policy (irrespective of the
Executive’s allocation choices within the Actual Policy) and
(vii) the Phantom Policy shall be funded, annually, with
Premium based on all of the following benefit
targets:
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The first funding target
shall be to provide a death benefit to the Executive equal
to 300% of the sum of Base Compensation and Targeted Incentive
Bonus.
The second funding target
shall be to provide a death benefit to the Executive through
his projected retirement age of sixty-five (65) equal to 300%
of Projected Total Compensation.
The third funding target
shall be to provide cash value , as the end of the premium
payment period (described above), sufficient to sustain ongoing
death benefit coverage equal to 150% of Projected Total
Compensation.
Upon any actual termination
of employment, which occurs before the term of this Agreement has
been completed, pursuant to Section 4.1, other than
termination due to Total Disability,
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