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SEC Filings

DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/31/1994
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Newsweek Stations will have to rank at a certain designated percentile among a
group of peer companies based on changes in operating income margins (the
"Post-Newsweek Stations threshold goal") for Mr. Ryan to receive the threshold
payment listed above; Post-Newsweek Cable will have to rank at a certain
designated percentile among a group of peer companies based on changes in
operating cash flow margins and return on assets (the "Post-Newsweek Cable
threshold goal") for Mr. Wall to receive the threshold amount listed above; and
the Company as a whole will have to have achieved, on a weighted average, a
performance that merits the threshold awards for each of the divisions and the
minimum return on equity goal for Messrs. Graham and Spoon to receive the
threshold payments listed above.
 
With regard to the target amounts, Newsweek will have to achieve 170% of the
Newsweek threshold goal for Mr. Smith to receive the target payment listed
above; Post-Newsweek Stations will have to rank 10 percentiles higher than the
Post-Newsweek Stations threshold goal for Mr. Ryan to receive the target payment
listed above; Post-Newsweek Cable will have to rank 10 percentiles higher than
the Post-Newsweek Cable threshold goal for Mr. Wall to receive the target
payment listed above; and the Company as whole will have to have achieved, on a
weighted average, a performance that merits the target awards for each of the
divisions and the applicable return on equity goal for Messrs. Graham and Spoon
to receive the target payments listed above.
 
With regard to the maximum amounts, Newsweek will have to achieve 250% of the
Newsweek threshold goal for Mr. Smith to receive the maximum payment listed
above; Post-Newsweek Stations will have to rank first among a group of peer
companies in terms of the Post-Newsweek Station threshold goal for Mr. Ryan to
receive the maximum payment listed above; Post-Newsweek Cable will have to rank
first among a group of peer companies in terms of the Post-Newsweek Cable
threshold goal for Mr. Wall to receive the maximum payment listed above; and the
Company as a whole will have to have achieved, on a weighted average, a
performance that merits the maximum awards for each of the divisions and the
applicable return on equity goal for Messrs. Graham and Spoon to receive the
maximum payments listed above.
 
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