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DEF 14A
GRAHAM HOLDINGS CO filed this Form DEF 14A on 03/23/2017
Entire Document
 


APPENDIX A

GRAHAM HOLDING COMPANY

2012 INCENTIVE COMPENSATION PLAN

Amended and Restated November 29, 2013

(As Adjusted to Reflect the Spin-Off of Cable One, Inc.)

 

1. Purpose of the Plan

This Plan is intended to promote the interests of the Company and its shareholders by providing the employees and directors of the Company with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

 

2. Definitions

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

 

  (a) “Board of Directors” means the Board of Directors of GHC.

 

  (b) “Cash Incentive Award” means an award granted pursuant to Section 8 of the Plan.

 

  (c) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

 

  (d) “Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

 

  (e) “Common Stock” means GHC’s Class B Common Stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 10 of the Plan.

 

  (f) “Company” means Graham Holdings Company and all of its Subsidiaries, collectively.

 

  (g) “Covered Employee” means each Participant who is an executive officer (within the meaning of Rule 3b-7 under the Exchange Act) of Graham Holdings Company.

 

  (h) “Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

 

  (i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

  (j) “Fair Market Value” means, with respect to a share of Common Stock, as of the applicable date of determination (i) the average of the high and low sales prices on the date of determination or, if not so reported for such day, the immediately preceding business day of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on the date of determination or, if not so reported for such day, on the immediately preceding business day as reported on the National Association of Securities Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion.

 

  (k) “GHC” means Graham Holdings Company, a Delaware corporation.

 

  (l) “Incentive Award” means one or more Stock Incentive Awards and Cash Incentive Awards, collectively.

 

  (m) “Option” means a stock option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.

 

  (n) “Other Stock-Based Award” means an award granted to a Participant pursuant to Section 7.

 

  (o) “Participant” means an employee or director of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

 

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