Tribune Media Co – ‘10-K’ for 12/31/00 – EX-10.14A

On:  Tuesday, 3/27/01, at 2:17pm ET   ·   For:  12/31/00   ·   Accession #:  912057-1-8471   ·   File #:  1-08572

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.26M 
 2: EX-3.1(C)   Cert of Amend Pref Stock Ser C                        13     61K 
 3: EX-3.1(D)   Cert of Amend Pref Stock Ser D-1                      14     61K 
 4: EX-3.1(E)   Cert of Amend Pref Stock Ser D-2                      15     66K 
 8: EX-10.14A   Material Contract                                      1      8K 
 9: EX-10.17A   First Amend. to Amended & Restated Lmtd Liability      5     19K 
 5: EX-10.2B    Material Contract                                      1      8K 
 6: EX-10.6A    Material Contract                                      1      8K 
 7: EX-10.8A    Material Contract                                      1      8K 
10: EX-12       Comp of Earnings                                    HTML     29K 
11: EX-21       Subsidiaries of the Registrant                         4     25K 
12: EX-23       Consent of Pricewaterhousecoopers                   HTML     10K 

EX-10.14A   —   Material Contract

EX-10.14A
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                                                                  EXHIBIT 10.14a

 AMENDMENT
OF
 TRIBUNE COMPANY
1997 INCENTIVE COMPENSATION PLAN

RESOLVED, that the Board of Directors of Tribune Company hereby amends the      
Tribune Company 1997 Incentive Compensation Plan by deleting paragraph (c) of   
Article XII in its entirety and, in lieu thereof, replacing that paragraph with 
the following:                                                                  

     "(c) consummation of a reorganization, merger, or
    consolidation involving the Company, in each case, with respect to
    which persons who were the stockholders of the Company immediately
prior to such reorganization, merger or consolidation do not, 
         immediately thereafter, own, directly or indirectly, 50% or more of the
      combined voting power of the then outstanding securities entitled to
        vote generally in the election of directors of the reorganized, merged
 or consolidated company, or a liquidation or dissolution of the
       Company, or the sale of all or substantially all of the assets of the
Company."                                                     

FURTHER RESOLVED, that the Secretary or Assistant Secretary of the Company is   
hereby authorized and empowered to take all steps necessary to effect the       
foregoing resolutions, including the execution, filing and delivery of such     
documents as may be required by law or as may be deemed necessary or proper in  
connection with the matters set forth in these resolutions.                     

*       *        *    

I, Mark W. Hianik, Assistant Secretary for Tribune Company (the "Company"),     
hereby certify that the foregoing is a correct copy of resolutions duly adopted 
by the Governance and Compensation Committee of the Board of Directors of the   
Company on October 24, 2000.                                                    

                                  /s/ Mark W. Hianik
                                   -------------------
                              Mark W. Hianik

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/27/01		DEF 14A
For Period End:		12/31/00		10-K/A
		10/24/00
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