UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )
 
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LIN TV Corp.
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Table of Contents
 

 
LIN TV Corp.
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
 
NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS
To be held on May 21, 2009

As a stockholder of LIN TV Corp., you are hereby given notice of and invited to attend, in person or by proxy, our 2009 Annual Meeting of Stockholders to be held at our WISH-TV offices, 1950 N. Meridian Street, Indianapolis, Indiana, 46202, on May 21, 2009 at 10:00 a.m., local time, at which stockholders will consider and vote on the following matters:

1.          The election of two members to our Board of Directors to serve as Class III directors for a term of three years.

2.          The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of LIN TV Corp. for the year ending December 31, 2009.

3.          The transaction of any other business which may properly come before the meeting.

Our Board of Directors has fixed the close of business on March 24, 2009 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting.


By Order of our Board of Directors,


Denise M. Parent
Secretary

April 17, 2009

TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE FILL IN, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD, FOR WHICH A RETURN STAMPED ENVELOPE IS PROVIDED.


LIN TV Corp.
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
 
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held on May 21, 2009

The accompanying proxy is solicited on behalf of the Board of Directors of LIN TV Corp., a Delaware corporation (“we,” “us,” “our” or the “Company”), for use at our 2009 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at our WISH-TV offices, 1950 N. Meridian Street, Indianapolis, Indiana, 46202, on Thursday, May 21, 2009 at 10:00 a.m., local time, notice of which is attached hereto, and any adjournment or postponement thereof.

The Annual Meeting is being held (1) to consider and vote upon the election of two Class III directors for a three-year term, (2) to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of LIN TV Corp. for the year ending December 31, 2009, and (3) to transact any other business which may properly come before the meeting.

Our Board recommends that you vote FOR all proposals presented.

This Proxy Statement and the enclosed form of proxy are being mailed to stockholders commencing on or about April 17, 2009.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission, is being mailed to stockholders with this Notice and Proxy Statement on or about April 17, 2009. Exhibits will be provided to any stockholder at no charge upon written or oral request to LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906, Attention: Denise M. Parent, Secretary; Telephone: (401) 454-2880.

Shares Entitled to Vote

Our Board has fixed the close of business on March 24, 2009 as the record date for the Annual Meeting or any adjournment thereof. Only stockholders who were record owners of shares of our common stock at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. As of March 24, 2009, 27,926,160 shares of our class A common stock, 23,502,059 shares of our class B common stock and two shares of our class C common stock were issued and outstanding.

Holders of shares of class A common stock outstanding on the record date are entitled to one vote per share at the Annual Meeting.

The class B common stock is generally not entitled to vote except with respect to approval of a range of specified corporate transactions as to which the class B common stock votes as a separate class, with each share of class B common stock entitled to one vote. None of the matters being considered at the Annual Meeting is a matter as to which approval of a majority of the class B common stock voting as a separate class is required.

The class C common stock is entitled to 70% of the voting power on all matters submitted to a vote of our stockholders. Each outstanding share of class C common stock is entitled to a proportionate number of votes determined at the record date relative to the total number of shares of class A common stock outstanding. As of March 24, 2009, there were two shares of class C common stock outstanding. As a result, each share of class C common stock will be entitled to cast 32,580,520 votes at the Annual Meeting. The class A common stock and the class C common stock generally vote together as a single class on all matters submitted to a vote of our stockholders.

Voting in Person

If a stockholder plans to attend the meeting and vote in person, we will provide a ballot to such stockholder as he or she arrives. However, if shares are held in the name of a broker, bank or other nominee, the stockholder must bring an account statement or letter from the nominee indicating that such stockholder was the beneficial owner of the shares on March 24, 2009, the record date for voting.

Voting by Proxy

Shares represented by a properly executed proxy in the accompanying form will be voted at the Annual Meeting and, when instructions have been given by the stockholder, will be voted in accordance with those instructions. If no instructions are given, the stockholder’s shares will be voted according to the recommendations of our Board.

Quorum Requirement

A quorum of stockholders is necessary to hold a valid meeting. A majority of shares entitled to vote at the Annual Meeting present in person or represented by proxy represents a quorum. Shares which abstain from voting on a particular matter and “broker non-votes,” or shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares on a particular matter, are counted for purposes of determining whether a quorum exists.

Vote Required

•
Proposal 1:  Election of Directors

The election of directors requires a plurality of the votes cast, and votes may be cast in favor of the nominees or withheld. A plurality means that the nominee receiving the most votes for election to a director position is elected to that position. Votes that are withheld and broker non-votes will be excluded entirely from the vote to elect directors and have no effect.

•
Proposal 2:  Ratification of the Selection of Independent Registered Public Accounting Firm

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the meeting, and votes may be cast for, against or may abstain. Abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes are not counted as votes cast or shares voting on such matter and will have no effect on the voting on such matter.

Under Delaware law, stockholders have no rights of appraisal or similar rights of dissenters with respect to any of the proposals to be voted upon at the Annual Meeting.

Revoking a Proxy

A stockholder may revoke his or her proxy at any time before its exercise by sending written notice of revocation to the Secretary of the Company, by signing and delivering a later dated proxy or, if the stockholder attends the Annual Meeting in person, either by giving notice of revocation to the inspector of election at the Annual Meeting or by voting at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of each class of our common stock by each person who beneficially owned more than 5% of any class of our equity securities and by our directors and named executive officers (as defined in the Summary Compensation Table), individually, and by our directors and executive officers as a group, as of March 18, 2009 (unless otherwise noted).

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission (“SEC”) governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. Unless otherwise indicated below, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
 
Holders of shares of our class B common stock may elect at any time to convert their shares into an equal number of shares of class A common stock, provided that any necessary consent by the Federal Communications Commission (“FCC”) has been obtained. With the approval of the holders of a majority of our class B common stock and the FCC, one or more shares of class B common stock of a holder may be converted into an equal number of shares of class C common stock. If a majority of the shares of class B common stock convert into shares of class A common stock, each outstanding share of class C common stock will automatically convert into an equal number of shares of class A common stock.

Percentage of beneficial ownership is based on 27,926,160 shares of class A common stock, 23,502,059 shares of class B common stock and two shares of class C common stock outstanding as of March 18, 2009. The number of beneficially owned shares of class A common stock excludes shares of class A common stock issuable upon conversion of shares of our class B common stock and class C common stock. The number of beneficially owned shares of class C common stock excludes shares of our class C common stock issuable upon conversion of shares of our class B common stock.

Unless otherwise indicated below, the address of each person below is c/o LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906.
 
                                       
Percent of Total Economic Interest
 
 
Percentage of Total Class A and
Class C Voting Power
 
   
 
                 
   
Class A Common Stock
       
 
         
       
Class B Common Stock
 
Class C Common Stock
         
   
Number of Shares
   
Percent of Class
   
Number of Shares
   
Percent of Class
   
Number of Shares
   
Percent of Class
         
                                                 
HM Entities (1)
c/o HM Capital Partners I LP
200 Crescent Court, Suite 1600
Dallas, Texas 75201
    —       —       23,300,739       99.1 %     1       50.0 %     45.3 %     35.0 %
Gabelli Asset Management Entities (2)
767 Fifth Avenue
New York, NY 10153
    7,758,214       27.8 %     —       —       —       —       15.1 %     8.3 %
Sirois Capital Partners, L.P. (3)
One International Place,
Boston MA 02110
    2,337,830       8.4 %     —       —       —       —       4.5 %     2.5 %
Dimensional Fund Advisors Inc. (4)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
    2,272,807       8.1 %     —       —       —       —       4.4 %     2.4 %
Amalgamated Gadget, L.P (5)
301 Commerce Street Suite 2975
Fort Worth, TX 76102.
    2,242,150       8.0 %     —       —       —       —       4.4 %     2.4 %
Barclays PLC (6)
1 Churchill Place
London, E14 5HP
United Kingdom
    1,626,295       5.8 %     —       —       —       —       3.2 %     1.7 %
Royal W. Carson, III (7)
500 Victory Plaza East, 3030
Olive Street,
Dallas, Texas 75219
    386,251       1.4 %     —       —       1       50.0 %     *       35.4 %
Gregory M. Schmidt (8)
    91,313       *       —       —       —       —       *       *  
Vincent L. Sadusky (9)
    562,037       2.0 %     —       —       —       —       1.1 %     *  
Denise M. Parent (10)
    151,141       *       —       —       —       —       *       *  
Scott M. Blumenthal (11)
    285,794       1.0 %     —       —       —       —       *       *  
Richard J. Schmaeling (12)
    —       *       —       —       —       —       *       *  
Bart W. Catalane (13)
    —       *       —       —       —       —       *       *  
William S. Banowsky (14)
    117,053       *       —       —       —       —       *       *  
Robert S. Richter (15)
    106,667       *       —       —       —       —       *       *  
Peter S. Brodsky (16)
    79,822       *       23,300,739       99.1 %     1       50.0 %     45.4 %     35.1 %
Douglas W. McCormick (17)
    85,572       *       —       —       —       —       *       *  
Mitchell Stern (18)
    65,572       *       —       —       —       —       *       *  
Patti S. Hart (19)
    60,572       *       —       —       —       —       *       *  
Michael A. Pausic (20)
    65,294       *       —       —       —       —       *       *  
All executive officers and directors as a group (14   persons) (21)
    2,057,088       7.3 %     23,300,739       99.1 %     2       100.0 %     49.2 %     72.7 %
 
   *
Represents less than 1%
 
   (1)
Includes shares held by the following persons or entities that are or may be deemed to be affiliated with HM Capital Partners I LP (“HMC”): (i) 18,122,110 shares of class B common stock and one share of class C common stock held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a limited partnership of which the ultimate general partner is Hicks Muse Fund III Incorporated, (ii) 236,980 shares of class B common stock held of record by HM3 Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks Muse Fund III Incorporated, (iii) 4,692,329 shares of class B common stock held of record by Hicks, Muse, Tate & Furst Equity Fund IV, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, (iv) 31,562 shares of class B common stock held of record by Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, (v) 72,820 shares of class B common stock held of record by HM4-EQ Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (vi) 13,016 shares of class B common stock held of record by HM4-EN Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (vii) 8,329 shares of class B common stock held of record by HM4-P Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Fund IV, LLC, (viii) 127 shares of class B common stock held of record by HM 1-FOF Coinvestors, L.P., a limited partnership of which the ultimate general partner is Hicks, Muse Latin America Fund I Incorporated, and (ix) 123,466 shares of class B common stock held of record by Hicks, Muse & Co. Partners, L.P., a limited partnership of which the ultimate general partner is HM Partners Inc.
 
John R. Muse is (a) the sole shareholder and an executive officer of Hicks, Muse Fund III Incorporated and Hicks, Muse Latin America Fund I Incorporated, (b) the sole member and an executive officer of Hicks, Muse Fund IV, LLC and (c) the majority stockholder, a director and an executive officer of HM Partners Inc. Accordingly, Mr. Muse may be deemed to be the beneficial owner of the shares held of record by the entities listed in clauses (i) through (ix) of this footnote (1). Mr. Muse disclaims beneficial ownership of shares not owned of record by him, except to the extent of his pecuniary interest therein. In addition, Mr. Muse, Peter S. Brodsky, a member of the Board of the Company, Andrew S. Rosen, and Joe Colonnetta are members of a four-person committee that exercises voting and dispositive powers over the securities held by the entities affiliated with HMC. No single member of the committee has dispositive and/or voting power over the shares held by the HMC affiliates. Messrs. Muse, Brodsky, Rosen and Colonnetta are current partners of HMC. As a result of the foregoing, each of Messrs. Muse, Brodsky, Rosen and Colonnetta may be deemed to beneficially own all or a portion of the shares of common stock beneficially owned by the HMC affiliates described above. Each of Messrs. Muse, Brodsky, Rosen and Colonnetta disclaims the existence of a group and disclaims beneficial ownership of shares of common stock not owned of record by him, except to the extent of any pecuniary interest therein.
 
   (2)
According to the Schedule 13D amendment filed on March 24, 2009, Gabelli Funds, LLC (“Gabelli Funds”), Gabelli Asset Management Inc. (“GBL”), Gabelli Securities, Inc. (“GSI”), MJG Associates, Inc. (“MJG”) and Teton Advisors, such persons are the beneficial owners of, and have the sole power to dispose of or direct the disposition of 1,737,500 shares, 5,929,814 shares, 13,000 shares, 10,000 shares and 68,400 shares, respectively, of class A common stock. Gabelli Funds, GBL, GSI, MJG and Teton Advisors have the sole power to vote or direct the vote of 1,737,500 shares, 5,632,214 shares, 13,000 shares 10,000 shares and 68,400 shares, respectively of class A common stock. Gabelli Funds and GSI are subsidiaries of GBL. Mario J. Gabelli is the sole shareholder of MJG.
 
   (3)
According to the Schedule 13G amendment filed on February 12, 2009, Sirios Capital Partners L.P. (“SCP I”), Sirios Capital Partners II L.P. (“SCP II”), Sirios/QP Partners L.P. (“SQP”), Sirios Overseas Fund Ltd. (“SOF”), Sirios Focus Partners, L.P. (“SFP”), Vitruvius SICAV (“VS”), Sirios Capital Management, L.P. (“SCM”), Sirios Associates, L.L.C. (“SA”), and John F. Brennan, Jr. are the beneficial owners of, and have the sole power to dispose of or direct the disposition of 93,735 shares, 485,900 shares, 786,910 shares, 711,817 shares, 206,470 shares, 52,998 shares, 2,337,830 shares, 2,337,830 shares and 2,337,830 shares, respectively, of class A common stock. SCP I, SCPII, SQP, SOF, SFP, VS, SCM, SA and John F. Brennan, Jr. have the sole power to vote or direct the vote of 93,735 shares, 485,900 shares, 786,910 shares, 711,817 shares, 206,470 shares, 52,998 shares, 2,337,830 shares, 2,337,830 shares and 2,337,830 shares, respectively, of class A common stock.  SCM is the investment manager to SCP I, SCP II, SQP, SOF, SFP and VS.  SA is the general partner of SCM.  John F. Brennan, Jr. is the sole managing member of SA.
 
   (4)
According to the Schedule 13G amendment filed on February 9, 2009, Dimensional Fund Advisors Inc. is the beneficial owner of, with the sole power to vote or direct the vote of, 2,252,935 shares, and to dispose of or direct the disposition of 2,272,807 shares, of class A common stock.
 
   (5)
According to the Schedule 13G filed on February 13, 2009, Amalgamated Gadget, L.P. is the beneficial owner of  2,242,150 shares of class A common stock with the sole power to vote or direct the vote and to dispose of or direct the disposition of 2,242,150  of class A common stock.
 
   (6)
According the Schedule 13G filed on February 5, 2009, Barclays Global Investors, NA. and Barclays Global Fund Advisors are the beneficial owners of 984,456 and 641,839 shares of class A common stock, respectively, with the shared power to vote or direct the vote of 714,999 shares and 641,839 shares of class A common stock, respectively, and the sole power to dispose or direct the disposition of 984,456 and 641,839 shares of class A common stock, respectively.
 
   (7)
Consists of 1 share of class C common stock held by Carson LIN SBS L.P., a limited partnership whose ultimate general partner is Carson Private Capital Incorporated, and 53,583 shares of class A common stock issuable to Mr. Carson upon the exercise of options that are exercisable within 60 days of March 18, 2009, 309,523 shares of class A common stock held of record by Carson LIN SBS L.P., and 23,145 shares of class A common stock held of record by Mr. Carson. Mr. Carson is President and a controlling stockholder of Carson Private Capital Incorporated. Mr. Carson disclaims beneficial ownership of shares not owned of record by him.
 
   (8)
Consists of 91,313 shares of class A common stock held of record.  Mr. Schmidt was the Executive Vice President Digital Media of the Company until his resignation on August 15, 2008.
 
   (9)
Consists of 315,002 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 247,035  shares of class A common stock held of record.
 
(10)
Consists of 67,500 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 83,641  shares of class A common stock held of record.
 
(11)
Consists of 159,000 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 126,794  shares of class A common stock held of record.
 
(12)
Mr. Schmaeling was appointed Senior Vice President and Chief Financial Officer of the Company on October 6, 2008 and as of March 18, 2009 he holds no ownership position in the Company.
 
(13)
Mr. Catalane was the Senior Vice President and Chief Financial Officer until his resignation on August 20, 2008.  He holds no ownership position in the Company.
 
(14)
Consists of 67,592 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 49,461  shares of class A common stock held of record.
 
(15)
Consists of 60,000  shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 46,667  shares of class A common stock held of record.
 
(16)
Mr. Brodsky is deemed to share beneficial ownership with the HM Entities of the 23,300,739 shares of class B common stock and 1 share of the class C common stock owned by such entities. Also includes 67,250 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 12,572  shares of class A common stock held of record.
 
(17)
Consists of 75,000 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 10,572 shares of class A common stock held of record.
 
(18)
Consists of 55,000  shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 10,572 shares of class A common stock held of record.
 
(19)
Consists of 50,000  shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 10,572 shares of class A common stock held of record.
 
(20)
Consists of 52,500 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 12,794 shares of class A common stock held of record.
 
(21)
Consists of 1,022,427 shares of class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 18, 2009 and 1,034,661 shares of class A common stock held of record.

DIRECTORS AND EXECUTIVE OFFICERS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors, executive officers and holders of more than 10% of our class A common stock to file with the SEC initial reports of ownership of our class A common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Officers, directors and holders of more than 10% of our class A common stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of our records and representations made by our officers and directors regarding their filing obligations, all Section 16(a) filing requirements were satisfied with respect to the fiscal year ended December 31, 2008.

PROPOSAL 1 — ELECTION OF DIRECTORS

We have a classified Board of Directors consisting of Class I, Class II and Class III directors. Currently there is one vacancy on our Board, in Class I.  Following the Annual Meeting there will be a second vacancy on our Board, in Class III.  Our Second Amended and Restated Certificate of Incorporation provides that subject to the rights of holders of any class or series of preferred stock to elect directors, the number of directors shall be established by our Board. Our Board has set the number of directors at nine.

At each annual meeting of stockholders, each nominee is elected for a term of three years to succeed those whose terms are expiring. This year, two Class III directors will be elected for a three-year term expiring at the 2012 Annual Meeting. The Class I directors have terms expiring at the 2010 Annual Meeting and the Class II directors have terms expiring at the 2011 Annual Meeting.

The persons named in the enclosed proxy will vote to elect as directors the Class III nominees named below, unless the proxy is marked otherwise. If a stockholder returns a proxy without contrary instructions, the persons named as proxies will vote to elect as directors the Class III nominees named below. Each Class III nominee will be elected to hold office until the 2012 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. The nominees have indicated their willingness to serve, if elected. However, if any should be unable to serve, the shares of common stock represented by proxies may be voted for substitute nominees designated by our Board.
 
Set forth below are the name and age of each member of our Board (including the nominees for election as Class III directors), and the positions and offices held by him or her, his or her principal occupation and business experience during the past five years, the names of other publicly held companies of which he or she serves as a director and the year of the commencement of his or her term as a member of our Board.

Information with respect to the number of shares of common stock beneficially owned by each director, directly or indirectly, as of March 18, 2009, appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.”

We recommend that you vote FOR each of the two nominees listed below.

Name and Age
Principal Occupation and Business Experience
   
Nominees for Term Expiring in 2012 (Class III Directors)
 
Royal W. Carson, III, 59
Mr. Carson was elected to our Board in August 2000. Since 1982, he has served as Chairman and President of Carson Private Capital, and he has over 35 years of experience sourcing, structuring and managing private investments. From 1974 to 1994, Mr. Carson’s investment focus was in the oil and gas sector. During that period, Mr. Carson founded Carson Petroleum Corporation, which was sold to Devon Energy Corporation in 1982. Mr. Carson also co-founded CPC Dale Petroleum Company. Prior to forming Carson Petroleum Corporation, Mr. Carson was a registered principal of Royal W. Carson & Company, Inc., an investment securities firm in Oklahoma founded by his father, Royal W. Carson, Jr. Mr. Carson serves as a director of various privately held corporations and community organizations. Mr. Carson also serves on the advisory boards of two prominent private equity firms, HM Capital Partners I LP (Dallas) and Lion Capital (London).
   
Vincent L. Sadusky, 43
Mr. Sadusky was elected to our Board in July 2006, when he was also appointed our President and Chief Executive Officer. From August 2004 until July 2006, Mr. Sadusky served as Vice President Chief Financial Officer and Treasurer of the Company. From 1999 until August 2004, Mr. Sadusky was Chief Financial Officer and Treasurer of Telemundo Communications Group, Inc., where he worked for over ten years. Prior to joining Telemundo Communications, he performed audit and consulting services for seven years with Ernst & Young, LLC. Mr. Sadusky serves on the boards of Maximum Service Television, Inc. (MSTV) and the Open Mobile Video Coalition (OMVC). Mr. Sadusky received his BS in accounting from Penn State University and his MBA from New York Institute of Technology.

Directors Whose Terms Expire in 2011 (Class II Directors)
 
Peter S. Brodsky, 38
Mr. Brodsky was elected to our Board in June 2005. Mr. Brodsky joined HM Capital Partners I, LP in 1995 and was named partner in 2001. Mr. Brodsky focuses primarily on the media sector. He serves as director of several of HM Capital’s portfolio companies including Choice Cable TV, CanPages Inc., Phone Directories Company, Unitek USA and Wilkes-Barre Publishing Company. Prior to joining HM Capital Partners, Mr. Brodsky worked in the Investment Banking Division of Credit Suisse First Boston. Mr. Brodsky received his BA from Yale University in 1992.

Name and Age
Principal Occupation and Business Experience
   
Douglas W. McCormick, 59
Mr. McCormick was elected to our Board and named non-executive Chairman of our Board in September 2006. Mr. McCormick is a Venture Partner with Rho Ventures, a division of Rho Capital Partners, which he joined in October 2006. Mr. McCormick’s primary focus at Rho is on investments in the media sector. Prior to Rho, Mr. McCormick was CEO of iVillage Inc. from August 2000 until the sale of iVillage Inc. to NBC Universal in May 2006. He also served on iVillage’s Board of Directors, to which he was appointed in February 1999 and was elected Chairman in April 2001. Mr. McCormick also served as President and Chief Executive Officer of Lifetime Television, a cable network provider, from 1993 to 1998. Prior to Lifetime, Mr. McCormick held executive positions with The Samuel Goldwyn Company, Cable Health Network, Petry Television and KCOP-TV. Currently, Mr. McCormick is a member of the board of Ovation Television and is Chairman of the Board of Waterfront Media.  Mr. McCormick received his MBA from Columbia University.
   
Michael A. Pausic, 44
Mr. Pausic was elected to our Board in February 2006. Mr. Pausic has been a Limited Partner of Maverick Capital Ltd., a registered investment advisor managing private investment funds, since 1997, where he leads Maverick’s efforts in media and telecommunications investments. From 1995 to 1997, Mr. Pausic was a corporate Vice President at Viacom where he was responsible for international strategic planning and business development. From 1991 to 1995, he served as Vice President of market development and strategic planning for 20th Century Fox. Mr. Pausic received his BS from the University of Virginia and MBA from Fuqua School of Business at Duke University.
   
Directors Whose Terms Expire in 2010 (Class I Directors)
 
Currently there is a vacancy on our Board for a Class I Director.
 
William S. Banowsky, Jr., 47
Mr. Banowsky was elected to our Board in May 2002. Since 2001, Mr. Banowsky has served as Chief Executive Officer of Magnolia Pictures Company, an independent film distribution company. From March 1999 to September 2000, Mr. Banowsky was Executive Vice President and General Counsel of AMFM, Inc., which was publicly traded on the New York Stock Exchange until September 2000. From January 1997 to July 2000, Mr. Banowsky was Executive Vice President and General Counsel of Capstar Broadcasting Corporation, which was publicly traded on the New York Stock Exchange until it merged with AMFM, Inc., in July 1999. Mr. Banowsky practiced law for 10 years in Dallas, Texas prior to joining Capstar. Mr. Banowsky served as a director of Sunrise Television Corporation and STC Broadcasting, Inc. until May 2002, when they were merged into the Company.

Patti S. Hart, 52
Ms. Hart was elected to our Board in December 2006. Most recently, from March 2004 to August 2005, Ms. Hart served as Chairman and Chief Executive Officer of Pinnacle Systems, Inc. a provider of video editing hardware and software to television broadcast station newsrooms. Previously, from April 2001 to March 2002, Ms. Hart served as Chairman and Chief Executive Officer of Excite@Home. Excite@Home filed for bankruptcy under chapter 11 of the Federal Bankruptcy Code in September 2001. Prior to Excite@Home, from June 1999 to April 2001, Ms. Hart was Chairman and Chief Executive Officer of Telocity, Inc. Both Excite@Home and Telocity, Inc. are broadband service providers. Ms. Hart also served as President and Chief Operating Officer of Sprint’s Long Distance Division from December 1997 to April 1999, and in a number of other senior-level positions with Sprint since December 1995. Ms. Hart is a director of Korn Ferry International, Spansion Inc., and International Game Technology. Ms. Hart received her BS in marketing and economics from Illinois State University.
 
Name and Age
Principal Occupation and Business Experience
   
Director Whose Term Expires in 2009 (Class III Director)
 
Mr. Stern’s term expires at the Annual Meeting.  Upon expiration of his term there will be a vacancy on our Board for a Class III Director.
 
Mitchell Stern, 54
Mr. Stern was elected to our Board in September 2006. Mr. Stern previously served, from 2004 to March 2005, as President and Chief Executive Officer of the DirecTV Group, Inc., a satellite television provider. From 1998 until December 2003, Mr. Stern was Chairman and CEO of Fox Television Stations and Twentieth Television, both divisions of News Corporation, where he worked since 1986. From 1978 until 1986, Mr. Stern held various positions in the CBS Television Stations division. Mr. Stern received his MBA from the University of Chicago.


PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
   The Audit Committee of the Board of Directors has the authority and responsibility to nominate for shareholder ratification the independent registered public accounting firm and has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2009. The Board of Directors is now soliciting the shareholders’ ratification of the selection of PricewaterhouseCoopers LLP. If the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reevaluate the engagement of the independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may nevertheless appoint another independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the shareholders.

A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting. The PricewaterhouseCoopers LLP representative will have the opportunity to make a statement if he or she desires to do so and will be able to respond to appropriate questions from shareholders. Additional information regarding fees paid to PricewaterhouseCoopers LLP is available in the section of this Proxy Statement titled “Independent Registered Public Accounting Firm Fees and Other Matters.”

We recommend that you vote FOR ratification of the appointment of PricewaterhouseCoopers LLP.

CORPORATE GOVERNANCE MATTERS

Under applicable New York Stock Exchange (“NYSE”) rules, a director of our Company only qualifies as “independent” if our Board determines that the director has no material relationship with our Company (either directly or as a partner, shareholder or officer of an organization that has such a relationship with our Company). Our Board has not adopted any categorical standards to assist it in making determinations of independence, but instead considers all relevant facts and circumstances regarding a director’s relationship with our Company.

Ownership of a significant amount of our stock, or affiliation with a holder of a significant amount of our stock, by itself, does not constitute a material relationship.

The determination of whether a material relationship exists is made by the other members of our Board who are independent.

Our Board has determined that none of Ms. Hart, or Messrs. Banowsky, Brodsky, Carson, McCormick, Pausic or Stern has a material relationship with our Company, and that each of these directors is “independent” as determined under Section 303A.02(b) of the NYSE Listed Company Manual. None of these directors had any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationships with our Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with our Company that would constitute a “material relationship” under NYSE rules.
 
BOARD OF DIRECTORS’ COMMITTEES AND MEETINGS

During 2008, our Board held six (6) meetings. Each of our directors attended at least 75% of such meetings and the meetings of the committees on which he or she served during 2008. Resolutions adopted by our Nominating and Corporate Governance Committee of our Board provide that directors are expected to attend the Annual Meeting of stockholders. Messrs. Banowsky, Brodsky, Carson, McCormick, Pausic, Sadusky and Stern attended the 2008 Annual Meeting of stockholders in person and Ms. Hart participated by teleconference.

Our Board has established three standing committees — Audit, Compensation, and Nominating and Corporate Governance. Current copies of the charters for all three committees, along with our Corporate Governance Guidelines, the Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers, are posted on our website, www.lintv.com , in the “About LIN TV” section under Corporate Governance in the Guidelines subsection. All of these corporate governance documents are also available in print upon request directed to Denise M. Parent, Secretary, LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906.  In February 2008, the Board established the Operations Review Committee to oversee management’s efforts regarding certain functions of our operating plan; this committee was subsequently dissolved in September 2008.

Our Board has determined that none of the members of the Audit, Compensation or Nominating and Corporate Governance committees during all or a portion of 2008 had a material relationship with our Company and that each of these directors is independent as determined under Section 303A.02 (b) of the NYSE Listed Company Manual, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

Mr. McCormick, as Chairman of our Board, presided at the regularly scheduled executive sessions of the non-management directors. Stockholders and other interested parties may communicate directly with our Chairman of the Board or with the independent directors as a group as described below under the heading “Communicating with the Directors.”

The current members of the committees are identified below:

       
Committees
 
Name
 
Chairman of Board
 
Audit
 
Compensation
 
Nominating and Corporate Governance
 
Operations Review (3)
 
William S. Banowsky, Jr.
     
×
     
Chair
     
Peter S. Brodsky
         
Chair
 
×
     
Royal W. Carson, III
         
×
         
Patti S. Hart
     
Chair
             
Douglas W. McCormick (1)
 
×
     
×
 
×
 
×
 
Michael A. Pausic
             
×
 
×
 
Vincent L. Sadusky (2)
                     
Mitchell Stern
     
×
         
Chair
 
___________________
 
(1)
Mr. McCormick was appointed to the Compensation Committee on February 26, 2008.
 
(2)
See Summary Compensation Table for disclosure related to Mr. Sadusky, who is a named executive officer of the Company.
 
(3)
The Operations Review Committee was established by the Board on February 26, 2008 and subsequently dissolved on September 9, 2008.

Audit Committee.   The Audit Committee has the following principal duties:

 
•
to nominate for shareholder ratification the independent registered public accounting firm for appointment by our Board of Directors;
 
 
•
to meet with our financial management, internal audit and independent registered public accounting firm to review matters relating to our internal accounting controls, internal audit program, accounting practices and procedures, the scope and procedures of the independent audit, the independence of the outside registered public accounting firm and other matters relating to our financial condition;

 
•
to report to our Board periodically any recommendations the Audit Committee may have with respect to the foregoing matters; and

 
•
to review our annual and quarterly financial statements and annual report to stockholders, proxy materials and Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for filing with the SEC.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.

The members of our Audit Committee are Messrs. Banowsky and Stern and Ms. Hart, with Ms. Hart serving as Chair since her appointment to the Audit Committee on January 29, 2008.  Our Board has determined that each member of the Audit Committee is an “independent director” under NYSE rules governing the qualifications of the members of the Audit Committee. The Audit Committee met eight (8) times during 2008.

Our Board has determined that Ms. Hart is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee.   The Compensation Committee has the following principal duties:

 
•
to review director and executive officer compensation policies, plans and programs;

 
•
to prepare recommendations and periodic reports to our Board concerning these matters;

 
•
to function as the committee that administers our stock option, stock incentive and other equity-based plans; and

 
•
to oversee compensation-related disclosures to be included in the Company’s Annual Report on Form 10-K or Proxy Statement or other appropriate documents filed with the SEC.

For additional information about the Compensation Committee, see “Compensation Discussion and Analysis” below.

The members of our Compensation Committee are Messrs. Brodsky, Carson and McCormick, with Mr. Brodsky serving as its Chair. The Compensation Committee held six (6) meetings during 2008.

Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee has the following principal duties:

 
•
to identify individuals qualified to become members of our Board;

 
•
to recommend to our Board the persons to be nominated by our Board for election as directors at the Annual Meeting of stockholders;

 
•
to develop and recommend to our Board a set of corporate governance principles applicable to us; and

 
•
to oversee the evaluations of our Board and management.

The members of the Nominating and Corporate Governance Committee are Messrs. Banowsky, Brodsky, McCormick and Pausic, with Mr. Banowsky serving as its Chair. The Nominating and Corporate Governance Committee held ten (10) meetings during 2008.
 
Operations Review Committee.   The Operations Review Committee was established by the Board on February 26, 2008 and had the principal duty of overseeing and providing guidance to senior management on key strategic and operational decisions until it was dissolved on September 9, 2008. The members of the Operations Review Committee were Messrs. McCormick, Pausic and Stern, with Mr. Stern serving as its Chair.

DIRECTOR CANDIDATES

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to the members of our Board and others for recommendations, meetings from time-to-time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and our Board. In addition, the Company may retain the services of an executive search firm to help identify and evaluate potential director candidates.  The Company is currently conducting a search for a qualified director to fill the vacancy created by the resignation of Dr. William H. Cunningham in 2008.

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee will apply the criteria set forth in our corporate governance guidelines. The committee considers: diversity, skills and experience in the context of the needs of our Board; commitment to understanding our business and industry; the creation, by virtue of other employment or directorships, of potential or actual conflicts of interest; risks of anticompetitive activity, or potential or actual violations of, or restrictions arising from media ownership regulations; and the ability to exercise sound judgment and high ethical standards. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the Nominating and Corporate Governance Committee, c/o Denise M. Parent, Secretary, LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906. Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If our Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in the proxy card for our next annual meeting of stockholders.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the committee or our Board, by following the procedures set forth below under “Stockholder Proposals for the 2010 Annual Meeting”; provided that such recommendations are delivered to us, with the information required by our bylaws, no later than the deadline for submission of stockholder proposals provided below.

COMMUNICATING WITH THE DIRECTORS

Our Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. The Chair of the Nominating and Corporate Governance Committee, with the assistance of our General Counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he or she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chair of the Nominating and Corporate Governance Committee considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Stockholders and other interested parties that wish to send communications on any topic to our Board, should address such communications to Board of Directors, c/o Denise M. Parent, Secretary, LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906.

Stockholders and other interested parties who wish to send communications on any topic to any of our independent directors, or all of our independent directors as a group, should address such communications to Independent Directors, c/o Denise M. Parent, Secretary, LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906.

REPORT OF THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS

The Audit Committee acts under a written charter adopted by our Board, a copy of which is posted in the “About LIN TV” section under Corporate Governance in the Guidelines subsection of our website, www.lintv.com. The members of the Audit Committee are independent directors, as defined by its charter and NYSE rules.

The Audit Committee reviewed the audited financial statements for the fiscal year ended December 31, 2008 and discussed these financial statements with our management. Management is responsible for our internal controls and the financial reporting process. Management represented to the Audit Committee that the financial statements had been prepared in accordance with generally accepted accounting principles. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, is responsible for performing an audit of the financial statements in accordance with generally accepted auditing standards and issuing a report on those financial statements. As appropriate, the Audit Committee reviews and evaluates, and discusses with our management, our internal auditor and our independent registered public accounting firm, the following matters:

 
•
the plan for and the report of the independent registered public accounting firm on each audit of our financial statements;

 
•
our management’s assessment of the effectiveness of internal control over financial reporting;

 
•
our financial disclosure documents, including all financial statements and reports filed with the SEC or sent to stockholders;

 
•
management’s selection, application and disclosure of critical accounting policies;

 
•
changes in our accounting practices, principles, controls or methodologies;

 
•
the performance of the internal audit function and the independent registered public accounting firm;

 
•
the engagement letter between the Company and the independent registered public accounting firm;

 
•
significant developments or changes in accounting rules applicable to the Company; and

 
•
the adequacy of our internal controls and accounting, financial and auditing personnel.

In addition, the Audit Committee held executive session meetings with the Chief Financial Officer, the Vice President Controller, the internal auditor and the independent registered public accounting firm. The Audit Committee also reviewed and discussed the audited financial statements and the matters required by Statement on Auditing Standards 61 “Communication with Audit Committees” (“SAS 61”), as amended, with PricewaterhouseCoopers LLP, our independent registered public accounting firm. SAS 61, as amended, requires our independent registered public accounting firm to discuss with our Audit Committee, among other things, the following:

 
•
methods used to account for significant or unusual transactions;
 
 
•
the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

 
•
the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and

 
•
disagreements, if applicable, with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements.

PricewaterhouseCoopers LLP also provided the Audit Committee with the written disclosures and the letter required by Public Company Accounting Oversight Board Rule No. 3526 (“Communications with Audit Committees Concerning Independence”), which  requires auditors annually to disclose in writing all relationships that in the auditor’s professional opinion may reasonably be thought to bear on independence, confirm their independence and engage in a discussion of independence. The Audit Committee discussed with the independent registered public accounting firm the matters disclosed in this letter and its independence from the Company. The Audit Committee also considered whether the provision of the other, non-audit related services to us which are referred to under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” is compatible with maintaining the independence of our registered public accounting firm.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the report of independent registered public accounting firm, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Audit Committee of our Board of Directors

Patti S. Hart (Chair)
William S. Banowsky
Mitchell Stern


EXECUTIVE OFFICERS

The executive officers of the Company are:

Name
Age
Position
     
Vincent L. Sadusky
43
President and Chief Executive Officer
Richard J. Schmaeling
44
Senior Vice President and Chief Financial Officer
Scott M. Blumenthal
60
Executive Vice President Television
Nicholas N. Mohamed
33
Vice President Controller
Denise M. Parent
45
Vice President General Counsel and Secretary
Robert S. Richter
39
Senior Vice President New Media

The following information describes the background of our executive officers who are not members of our Board.

Richard J. Schmaeling has been Senior Vice President and Chief Financial Officer since October 2008. He was previously  employed by Dow Jones & Company, Inc. in the positions of Vice President, Finance since 2007 and Vice President, Business Unit Finance from 2004 – 2007. Mr. Schmaeling was Vice President, Finance of Bracco Diagnostics Inc. from 1994 – 2004.

Scott M. Blumenthal has been Executive Vice President Television since September 2006. From February 2005 until September 2006, he served as Vice President Television of our wholly-owned subsidiary, LIN Television Corporation. Mr. Blumenthal previously held general manager positions at our WISH-TV station from May 1999 to September 2002 and at our WOOD-TV and WOTV-TV stations from May 1994 to May 1999.
 
Nicholas N. Mohamed has been Vice President Controller since March 2009 and the Company’s Vice President, Finance from February 2009 to March 2009.  From May 2007 to December 2008, he was Director of Finance Mergers and Acquisitions at Sensata Technologies, Inc.  Prior to joining Sensata Technologies, Inc., Mr. Mohamed served as a Director at PricewaterhouseCoopers LLP in its Transaction Services group, where he was employed in various positions since September 1997.

Denise M. Parent has been Vice President General Counsel and Secretary since September 2006. Previously, she was Vice President Deputy General Counsel since March 1997. From April 1993 to March 1997, Ms. Parent was employed by The Providence Journal Company as Senior Corporate Counsel. Prior to 1993, Ms. Parent was employed by Adler, Pollock & Sheehan Incorporated, a law firm in Providence, Rhode Island.

Robert S. Richter has been Senior Vice President New Media since September 2008. Previously, he was Vice President Internet of LIN Television Corporation since 2006.  From 2001 – 2006, Mr. Richter served as Vice President of Marketing and Sales Planning for ShopNBC.  Prior to 2001, Mr. Richter was Vice President, DET, LLC, a market newspaper consulting company.


COMPENSATION DISCUSSION AND ANALYSIS


Overview

In this section, we discuss certain aspects of our compensation program as it pertains to our President and Chief Executive Officer, Senior Vice President Chief Financial Officer, Executive Vice President Television, Senior Vice President New Media and Vice President General Counsel and Secretary.  These individuals are referred to as the “named executive officers” throughout this Compensation Discussion and Analysis.

Role of the Compensation Committee

The Compensation Committee has primary responsibilities for assessing, recommending and approving the following areas of compensation:

 
•
determining the compensation of the named executive officers;

 
•
overseeing and administering incentive-compensation plans and equity-based plans of our Company,  including the authority to grant stock options and to make other stock-based awards;

 
•
determining the compensation of directors;

 
•
other duties as authorized by our Board from time-to-time; and

 
•
overseeing and approving  this Compensation Discussion and Analysis.

Objectives of Compensation Program

The Compensation Committee is committed to and responsible for designing, implementing, and administering a compensation program for executive officers that ensures appropriate linkage between pay, company performance and results for shareholders. The Compensation Committee seeks to increase shareholder value by rewarding performance with cost-effective compensation and ensuring that we can attract and retain the best executive talent. To achieve the objectives set forth below, the Compensation Committee has designed the executive compensation program to reward the achievement of specific annual and long-term financial and strategic goals of our Company that are designed to improve shareholder value.

The Compensation Committee believes that executive compensation should be designed to:

 
•
align compensation of the named executive officers with their own performance and the overall performance of our Company;
 
 
 
•
manage compensation costs by combining a conservative approach to base salaries and benefits, with performance-dependent short-term and long-term incentives;

 
•
heavily weight the compensation package towards long-term, performance-dependent incentives to better align the interests of executives with shareholders; and

 
•
reward and retain our named executive officers.

Although we do not engage in a formal benchmarking process, the Compensation Committee periodically evaluates our executive compensation program to ensure that the program is competitive with peer companies in our industry so that we can continue to attract and retain qualified employees in key positions.

Factors Considered in Establishing Compensation

The Compensation Committee makes all compensation decisions regarding our President and Chief Executive Officer and other executive officers. The Compensation Committee takes many factors into account in making compensation decisions, including the individual’s performance, tenure, and experience; the performance of our Company overall and the individual’s contribution to that performance; achievement of specific quantifiable and qualitative business goals and objectives; retention considerations; the individual’s historical compensation; comparisons to other executive officers; and the recommendations of the President and Chief Executive Officer with respect to the other executive officers. Additionally, because the President and Chief Executive Officer is ultimately responsible for the direction of our Company, his greater compensation reflects this differential compared with the other named executive officers. The grant of stock options and restricted stock awards to all of our employees is approved by the Compensation Committee based on the recommendations of our President and Chief Executive Officer.

Role of Compensation Consultant

Neither the Compensation Committee nor our Company has any long-term contractual arrangements with a compensation consultant whose role would be to determine or to recommend the amount or the form of compensation for our named executive officers. The Compensation Committee and our management have periodically worked with compensation consultants to assist in providing the Compensation Committee with market information and reports regarding compensation practices of peer companies.

Design of Compensation Programs

Our executive compensation plan is designed to attract qualified executives and to reward those executives for their contributions to our Company and our shareholders. The compensation program for the named executive officers includes an annual base salary, an annual performance bonus opportunity, equity-based compensation, retirement benefits and limited perquisites. Because executive officers are in a position to directly influence the overall performance of our Company, a significant portion of their compensation is in the form of performance-dependent short-term and long-term incentive programs. The level of performance-dependent pay varies for each executive based upon level of responsibility, with a greater emphasis on performance-dependent pay for those in more senior positions who have responsibility over matters that have a direct impact on the overall performance of our Company.

Effect  of Economic Downturn on Compensation Decisions

Our operations and financial performance have been materially affected by recent macroeconomic conditions, which began to deteriorate significantly in 2008 and may remain depressed for the foreseeable future.  The economic slowdown has adversely affected local and national advertising revenues across all of our television stations, which we expect to continue in  2009.  The recent market turmoil and tightening of credit has also generally reduced consumer confidence and led to a widespread reduction of business activity.  These economic conditions have resulted in significant declines in advertising expenditures in several industries, including the automotive industry, from which we receive a substantial percentage of our revenue.
 
These difficult economic conditions have had a direct effect on a number of decisions regarding executive compensation made by the Compensation Committee.  Regarding 2009 compensation for the named executive officers, the Compensation Committee decided to (i) hold all annual base salaries for 2009 flat with the prior year, and (ii) hold target bonus amounts for 2009 flat with the prior year.  With respect to bonuses for 2008 for the named executive officers, the Compensation Committee did not award any budget-based bonuses, which are determined based solely on achievement of specified objective financial performance targets, because the Company did not meet the threshold level for any such objective financial targets.  However, as described in greater detail below under “Cash Compensation - Performance Bonus,” the Compensation Committee decided to award discretionary bonuses for 2008 that, for some named executive officers, exceeded the target discretionary bonus called for under the named executive officers’ employment agreements, to recognize  the achievement of certain strategic and operational milestones in 2008 reached under very challenging economic conditions.

In addition, the severe economic conditions led management, in consultation with  the Board of Directors, to make certain changes regarding the Company’s benefit plans that affect all employees, including the named executive officers, and which  are aimed at controlling our operating expenses during  the economic downturn.  Those decisions included, among others, (i) terminating the executive disability insurance premiums, (ii) suspending participation in the deferred compensation plan, (iii) suspending the Company’s contributions to the cash balance pension benefit plan, (iv) suspending the Company’s contributions to the 401(k) plan, and (v) increasing employees’ share of contributions to the health and welfare benefit plans.

Cash Compensation

Base Salary.   Base salary amounts for our named executive officers are determined based on the judgment of our Compensation Committee members in consultation with our President and Chief Executive Officer, for the other named executive officers. The Compensation Committee considers a number of factors to determine the salary for each of our executives, including compensation paid to persons in similar positions by peer companies in our industry, the work experience of the executive, each executive’s individual skills, the executive’s length of service with our Company and the performance of the executive.  For 2009, the Compensation Committee determined that, given the extremely challenging economic environment and the sacrifices being made by the employees of the Company, base salaries for the named executive officers would remain flat with the prior year as reflected in the Summary Compensation Table under “Salary.”

Performance Bonus.   The annual incentive bonus plan is designed to align executive officer pay with the Company’s financial performance and individual performance during a particular year. The annual bonus is comprised of two separate components, as described in more detail below. One portion of the bonus is determined quantitatively based solely on the Company’s achievement of financial performance goals. The other portion of the annual bonus is determined qualitatively by the Compensation Committee based on the Committee’s assessment of other performance criteria as it deems relevant on a case-by-case basis. The target amount of each component of the annual bonus opportunity is a percentage of the executive’s base salary, as specified in the executive’s employment agreement. The target bonus opportunity for 2008 for the named executive officers (including both components of the bonus) ranged from 48.9% to 100% of base salary.  For 2009, the Compensation Committee determined that in light of the challenging economic environment and the direct impact on our Company, the target bonus opportunities for the named executive officers would remain unchanged from 2008.

The two components of the annual bonus program are more fully described below:

 
•
The quantitative or budget-based objective bonus target amount can range from 13.2-75.0% of the named executive officer’s base salary. The percentage that determines the target amount for each named executive officer is specified in his or her employment agreement. Except for the Senior Vice President New Media, discussed below, the amount of the budget-based objective bonus paid out to named executive officers is based on our results with respect to two performance metrics: annual net revenues and annual Adjusted EBITDA (defined below). The budget-based objective bonus is paid out at the target level if we achieve performance at the budgeted levels for these metrics. For 2008, net revenues were budgeted at $447.7 million and Adjusted EBITDA was budgeted at $165.0 million. If we exceed our budgeted net revenue and Adjusted EBITDA, the executive receives a budget-based objective bonus amount based on an increasing sliding scale up to a maximum of twice the target budget-based bonus amount. Conversely, if we do not achieve our budgeted net revenue and Adjusted EBITDA, the executive receives less than the target budget-based objective bonus amount based on a decreasing sliding scale. The named executive officers do not receive any budget-based objective bonus if net revenues fall below 95% of the budgeted net revenues and Adjusted EBITDA is less than 90% of the budgeted Adjusted EBITDA. The budget-based objective bonus for the Senior Vice President New Media is based solely on achievement of budgeted digital media revenues instead of net revenues and Adjusted EBITDA, as outlined in his employment agreement. Given the objective nature of the determination of the budget-based objective bonus, such portion of the annual bonus is reported in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”

 
•
The qualitative or discretionary performance bonus target amount can range from 12.2-39.7% of the named executive officer’s base salary. The percentage that determines the target amount for each named executive officer is specified in his or her employment agreement. The actual amount of discretionary performance bonus paid out is determined by the Compensation Committee, in consultation with the Chief Executive Officer for named executive officers other than the Chief Executive Officer, based on the Committee’s assessment of other performance criteria as it deems relevant on a case-by-case basis. Factors that may be considered by the Compensation Committee in determining the appropriate amount of the discretionary performance bonus include, without limitation, the Company’s performance in the prior fiscal year, general business conditions and achievement by the executive of certain project, department and development goals established by the Chief Executive Officer, our Board and/or the Compensation Committee. Given the subjective nature of the determination of the discretionary performance bonus, such portion of the annual bonus is reported in the Summary Compensation Table under “Bonus.”

The table below shows the target bonus opportunity for each component of the annual bonus program for each named executive officer, as specified in the named executive officer’s employment agreement. The different allocations and weightings among the named executive officers for the quantitative, budget-based component and the qualitative, discretionary component reflect the Compensation Committee’s judgment regarding the appropriate balance for each named executive officer, based on his or her seniority, experience, role and ability to influence the Company’s results.

Name
 
Target Budget-Based Objective Bonus
(as % of Base Salary)
   
Target Discretionary Performance Bonus
(as % of Base Salary)
 
             
Vincent L. Sadusky
   
75.0%
     
25.0%
 
Richard J. Schmaeling (1)
   
—
     
—
 
Scott W. Blumenthal
   
38.8
     
12.9
 
Denise M. Parent
   
13.2
     
39.7
 
Robert S. Richter
   
36.7
     
12.2
 
___________________

 (1)
Mr. Schmaeling was appointed Senior Vice President Chief Financial Officer of the Company on October 6, 2008.  The Compensation Committee did not use the bonus structure detailed above for determining his pro-rated bonus for 2008.   The amount of Mr. Schmaeling’s 2008 bonus was determined in accordance with the terms of his employment agreement and in the discretion of the Compensation Committee based upon achievement of certain strategic and operational goals during the fourth quarter of 2008.

For purposes of the budget-based objective bonus, Adjusted EBITDA is defined as operating income plus amortization of program rights, depreciation and amortization of intangible assets, impairment of goodwill and intangible assets, restructuring charges and non-recurring severance payments, less program payments. Program payments represent cash payments for program contracts and do not necessarily correspond to program usage.

We believe Adjusted EBITDA, which is a non-GAAP measure, is relevant and useful as a metric for determining bonus amounts because it is a measurement used by lenders to measure our ability to service our debt and it is a measurement industry analysts use when evaluating our operating performance. We use Adjusted EBITDA, among other things, in evaluating the operating performance of our stations and to value stations targeted for acquisition.
 
 
In 2008, we recorded net revenues of $399.8   million, which represented 89% of the budgeted amount of net revenue, and  Adjusted EBITDA was $123.4   million, which represented 75% of the budgeted amount of Adjusted EBITDA. Because our net revenues were less than 95% of the budgeted level and Adjusted EBITDA was less than 90% of the budgeted level, there was no  budget-based objective bonus awarded to any of the named executive officers, with the exception of Mr. Richter, whose performance metrics are based on different criteria.  Mr. Richter’s budget-based objective bonus is based solely on achievement of budgeted digital media revenues instead of net revenues and Adjusted EBITDA.  The amount of Mr. Richter’s budget-based objective bonus for 2008, reflecting achievement of the performance target applicable to his bonus at the 67% level, is reflected in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”  A more detailed analysis of our financial and operational performance is contained in the Management’s Discussion and Analysis section and in our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008.

The Compensation Committee awarded discretionary performance bonuses for 2008 to our named executive officers in the amounts shown in the Summary Compensation Table under “Bonus.” These bonus awards reflect the Compensation Committee’s consideration of factors that included each named executive officer’s individual performance in addition to achievement of certain strategic and operational milestones.  The Compensation Committee exercised its discretion to award discretionary performance bonuses above the targeted discretionary bonus amounts, based on the Compensation Committee’s determination that the named executive officers  expended significant efforts toward managing the Company through an unprecedented economic downturn.  The Compensation Committee acknowledged that macroeconomic factors have had a significant impact on our business and that the named executive officers should be incentivized to remain focused on management despite factors extending beyond their control that have a direct impact on their capacity to earn the budget-based objective bonus.  In awarding these discretionary bonuses, the Compensation Committee considered, among other things, the achievement of certain strategic and operational milestones in 2008 under very challenging economic conditions, including (i) market share improvements in many of our markets, (ii) completed negotiations with every major pay TV provider in our local markets, (iii) a significant increase in digital revenues, and (iv) achievement of specific performance metrics by our online business.

Equity-Based Compensation

Another key component of our compensation package for the named executive officers is the granting of stock options and restricted stock awards.  We believe these awards provide a significant incentive for executives to manage our Company for long-term growth, thereby aligning their interests with those of our shareholders. These incentives are designed to motivate executive officers to improve financial performance and stockholder value, as well as encourage long-term employment with the Company. We rely primarily on stock option awards and restricted stock awards in granting long-term incentives. We do not backdate options or grant options retroactively. In addition, we do not purposely schedule option awards prior to the disclosure of favorable information or after the announcement of unfavorable information. Options are granted at fair market value on a predetermined date. All stock option grants and restricted stock awards to executive officers require the approval of the Compensation Committee.  We have no formal policy or practice as to the timing of equity grants.

Option grants are designed to reward executive officers for the increase in our stock price over time. Options represent the high-risk and potential high-return component of our total long-term incentive program, as the realizable value of each option can fall to zero if the stock price is lower than the exercise price established on the date of grant. The size of stock option grants for executive officers is based primarily on the target dollar value of the award translated into a number of option shares based on the estimated economic value on the date of grant, as determined using the Black-Scholes option pricing formula. As a result, the number of shares underlying stock option awards will typically vary from year-to-year, as it is dependent on the price of our common stock on the date of grant. Mr. Schmaeling was granted 100,000 options to acquire the Company’s class A common stock in October 2008 upon commencement of his employment.  No other named executive officers received any stock options during 2008.

Restricted stock awards are designed to reward executive officers with equity in the Company which vests over a period of time.  In September 2008, the Compensation Committee granted restricted stock awards to each of the named executive officers in office at that time, in the amounts shown in the “Grants of Plan-Based Awards” table below.  In determining the size of the restricted stock awards made to the named executive officers in 2008, the Compensation Committee considered the strategic, operational and financial performance of our Company along with each named executive officers’ expected contributions to our Company’s future success.
 
 
Other Benefits

Our Company also provides certain benefits and perquisites to our named executive officers that the Compensation Committee believes are reasonable and necessary to attract and retain key executives. The Company provides the use of a company automobile and covers term life insurance premiums for the named executive officers in the amount of $400,000. See “Other Benefit Plans” below. The named executive officers are also entitled to health, disability and retirement benefits substantially similar to those that are offered to all of our employees.

Employment Agreements, Severance and Change-in-Control Arrangements

In 2006 we entered into employment agreements with Ms. Parent and Messrs. Sadusky and Blumenthal to memorialize key terms of their employment and to reduce certain severance and change in control benefits potentially paid by the Company and thereby more fully align management’s interest with shareholder interests.  Since then, we have entered into employment agreements with Mr. Schmaeling and Mr. Richter in connection with their appointments as officers of the Company.

Each employment agreement addresses the following elements: base salary; target discretionary performance bonus and target budget-based objective performance bonus. The actual amount of the objective performance bonus is calculated as described in the “Design of Compensation Programs — Cash Compensation - Performance Bonus” above. The term of the agreement will continue each year unless terminated by the executive or us.

If the executive’s employment is terminated by us “without cause” or by the executive for “good reason” as defined in the agreement, the executive is entitled to receive certain benefits. Mr. Sadusky, Mr. Schmaeling, Mr. Richter and Mr. Blumenthal will be entitled to receive as a severance payment an amount equal to their annual base salary plus a payment equal to the annual bonus they received in the prior year and we will also continue to pay the employer’s portion of their health and dental insurance premiums for twelve months. Under her prior severance compensation agreement, Ms. Parent was entitled to receive as a severance payment an amount equal to three times her base salary plus a payment equal to three times the highest bonus she received in the last three complete fiscal years and we would also continue to pay the employer’s portion of her health and dental insurance premiums for three years from the date of termination. However, under her current employment agreement her severance payment is being reduced pro rata for each day of her employment following September 6, 2006 until her severance payment is equal to the sum of her annual base salary plus the bonus she received in the prior year. Her medical benefits will be reduced in the same manner until equal to 12 months of payments. In addition, all stock options and restricted stock awards granted to Ms. Parent prior to 2006 which are not otherwise exercisable or vested will become fully vested as of the date of termination in the circumstances described above.

Upon a change in control transaction or if we terminate any of the named executive officer’s employment in anticipation of a change in control transaction, in addition to severance payments described above, the employment agreements provide that certain of the stock options granted in 2006 to each executive upon their appointment to their current positions will become fully vested. See “Potential Payments upon Termination or Change in Control” below for more detailed information.

The employment agreements include non-competition and non-solicitation provisions that are in effect during the term of the agreement and for one year thereafter.

Share Ownership Guidelines

We do not require but encourage our named executives to own our Company’s class A common stock.
 
 
Tax Considerations

Under Section 162(m) of the Internal Revenue Code, a limitation is placed on tax deductions of any publicly-held corporation for individual compensation to certain executives exceeding $1.0 million in any taxable year, unless the compensation is performance-based. To the extent practical, the Compensation Committee intends to preserve deductibility, but may choose to provide compensation that is not deductible if necessary to attract, retain and reward high-performing executives.


REPORT OF THE COMPENSATION COMMITTEE OF OUR BOARD OF DIRECTORS

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed such discussion and analysis with management. Based on the Compensation Committee’s review and discussions with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s 2009 Proxy Statement. This Report is provided by the following independent directors, who comprise the Compensation Committee:

Compensation Committee of our Board of Directors

Peter S. Brodsky (Chair)
Royal W. Carson III
Douglas W. McCormick


Summary Compensation Table

The following table sets forth the annual and long-term compensation earned during the years ended December 31, 2008, 2007 and 2006 by our Chief Executive Officer, all persons serving as our Chief Financial Officer during 2008, our three other most highly-compensated executive officers who were serving as executive officers as of December 31, 2008, and Gregory M. Schmidt,  for whom disclosure would have been provided but for the fact that he was not serving as an executive officer as of December 31, 2008  (collectively, the “named executive officers”).

Name and Principal Position
Year
 
Salary
   
Bonus
   
Stock Awards (8)
   
Option Awards (8)
   
Non-Equity Incentive Plan Compensation
   
Change in Pension Value and Nonqualified Deferred Compensation Earnings (9)
   
 
 
All Other
Compensation (10)
   
Total
 
                                                   
Vincent L. Sadusky (1)
2008
  $ 500,000     $ 425,000     $ 162,802     $ 498,008     $ —     $ 49,320     $ 9,914     $ 1,645,044  
President and Chief Executive
2007
    500,000       125,000       175,779       508,258       251,250       74,100       5,938       1,640,325  
Officer
2006
    512,462       125,000       281,034       403,405       712,500       35,782       6,479       2,076,662  
                                                                   
Bart W. Catalane (2)
2008
    179,260       —       —       164,407       —       —       6,457       350,124  
Former Senior Vice President
2007
    250,000       37,500       —       145,666       75,375       12,718       67,629       588,888  
and Chief Financial Officer
2006
    24,038       —       —       13,846       —       —       4,567       42,451  
                                                                   
Richard J. Schmaeling (3)
2008
    75,000       50,000       —       22,623       —       3,125       24,011       174,759  
Senior Vice President and Chief Financial Officer
                                                                 
                                                                   
Scott M. Blumenthal (4)
2008
    386,250       150,000       125,101       244,431       —       173,263       547       1,079,592  
Executive Vice President
2007
    375,000       50,000       179,940       247,935       100,500       307,494       3,045       1,263,914  
Television
2006
    364,788       200,000       293,840       163,834       —       72,271       3,555       1,098,288  
                                                                   
Denise M. Parent (5)
2008
    283,250       115,000       116,007       134,858       —       27,019       2,557       678,691  
Vice President General
2007
    275,000       112,500       190,875       93,281       25,125       28,527       4,312       729,620  
Counsel and Secretary
2006
    244,365       150,000       334,648       126,854       —       23,454       4,260       883,581  
                                                                   
Robert S. Richter (6)
2008
    270,250       45,000       16,253       164,407       62,000       18,459       2,418       578,787  
Senior Vice President New Media
                                                                 
                                                                   
Gregory M. Schmidt (7)
2008
    282,062       —       164,330       240,341       —       41,034       6,538       734,305  
Former Executive Vice President
2007
    400,000       43,750       298,454       240,024       164,063       51,325       9,470       1,207,086  
Digital Media
2006
    400,000       175,000       533,704       226,556       —       49,331       9,600       1,394,191  
 
__________________

   (1)
On February 24, 2009, the Compensation Committee determined the amount of the 2008 cash bonus to be paid to Mr. Sadusky. As discussed in “Compensation Discussion and Analysis — Design of Compensation Programs — Cash Compensation — Performance Bonus,” the 2008 bonus had two components: the budget-based objective bonus, which was determined to be zero because the Company did not achieve the threshold level for the applicable  financial metric targets, and the discretionary performance bonus, which was determined by the Committee based on criteria it deemed relevant. Mr. Sadusky’s 2008 discretionary performance bonus is reported under “Bonus.” (See the Grants of Plan-Based Awards Table for more details regarding Mr. Sadusky’s 2008 budget-based objective bonus opportunity.) On February 24, 2009, the Compensation Committee approved the 2009 salary to be paid to Mr. Sadusky in the amount of $500,000.
 
   (2)
Mr. Catalane resigned as Senior Vice President Chief Financial Officer effective as of August 20, 2008.  The compensation amounts set forth in this table reflect the compensation earned through that date.  For 2007 and 2006, the All Other Compensation figures have been adjusted to correct prior reported amounts to include additional relocation expenses. Relocation expenses for 2007 totaled $59,589, comprised of rental expenses of $34,465 and payment for payroll withholding taxes in the amount of $25,124.
 
   (3)
Mr. Schmaeling was appointed Senior Vice President Chief Financial Officer as of October 6, 2008.  The Compensation Committee, in consultation with the Chief Executive Officer, determined the amount of the 2008 target cash bonus in connection with the negotiation of his employment agreement.  Mr. Schmaeling was awarded a bonus for 2008 in the amount of $50,000 in recognition of certain objectives that were achieved in the fourth quarter of 2008.
 
   (4)
On February 24, 2009, the Compensation Committee, in consultation with the Chief Executive Officer, determined the amount of the 2008 cash bonus to be paid to Mr. Blumenthal.   Mr. Blumenthal’s 2008 budget-based objective bonus was determined to be zero because the Company did not achieve the threshold level for the applicable  financial metric targets and his 2008 discretionary performance bonus is reported under “Bonus.” (See “Compensation Discussion and Analysis — Design of Compensation Programs — Cash Compensation — Performance Bonus” for more information about our bonus program, and see the Grants of Plan-Based Awards Table for more details regarding Mr. Blumenthal’s 2008 budget-based objective bonus opportunity.) On February 24, 2009 the Compensation Committee also approved the 2009 salary to be paid to Mr. Blumenthal in the amount of $386,250.
 
   (5)
On February 24, 2009, the Compensation Committee, in consultation with the Chief Executive Officer, determined the amount of the 2008 cash bonus to be paid to Ms. Parent. Ms. Parent’s 2008 budget-based objective bonus was determined to be zero because the Company did not achieve the threshold level for the applicable  financial metric targets and her 2008 discretionary performance bonus is reported under “Bonus.” (See “Compensation Discussion and Analysis — Design of Compensation Programs — Cash Compensation — Performance Bonus” for more information about our bonus program, and see the Grants of Plan-Based Awards Table for more details regarding Ms. Parent’s 2008 budget-based objective bonus opportunity.) The Compensation Committee also approved the 2009 salary to be paid to Ms. Parent in the amount of $283,250.
 
   (6)
Mr. Richter was appointed Senior Vice President New Media and an executive officer of the Company, as of September 10, 2008.  On February 24, 2009, the Compensation Committee, in consultation with the Chief Executive Officer, determined the amount of the 2008 cash bonus to be paid to Mr. Richter. Mr. Richter’s 2008 budget-based objective bonus is reported under “Non-Equity Incentive Plan Compensation” and his 2008 discretionary performance bonus is reported under “Bonus.” (See “Compensation Discussion and Analysis — Design of Compensation Programs — Cash Compensation — Performance Bonus” for more information about our bonus program, and see the Grants of Plan-Based Awards Table for more details regarding Mr. Richter’s 2008 budget-based objective bonus opportunity.) The Compensation Committee also approved the 2009 salary to be paid to Mr. Richter in the amount of $300,000.
 
   (7)
Mr. Schmidt resigned as Executive Vice President Digital Media effective August 15, 2008.  The compensation amounts set forth in this table reflect the compensation earned through that date.
 
   (8)
Represents the expense recognized in accordance with SFAS 123R relating to restricted stock awards and stock options in the year shown. The amounts reported disregard estimates of forfeitures for awards with service-based vesting conditions and do not reflect actual forfeitures.  During 2008, 140,000 stock options were forfeited as a result of Mr. Catalane’s resignation, and 38,751 shares of restricted stock and 356,434 stock options, were forfeited as a result of Mr. Schmidt’s resignation.  See Note 8 to the consolidated financial statements included in our Form 10-K filed March 16, 2009 for a discussion of the assumptions used under SFAS 123R to value equity-based compensation.
 
   (9)
These amounts relate solely to a change in pension value during the year shown.
 
  (10)
See “All Other Compensation” below for additional information regarding the amounts shown for 2008.

Grants of Plan-Based Awards

The following table provides information about the non-equity incentive plan and equity awards granted to the named executive officers in 2008:
       
Estimated Potential Payouts Under Non-Equity Incentive Plan Awards (1)
                     
         
All Other Stock Awards:
 
  All Other Option Awards:
             
                         
       
Number of Shares of Stock (2)
 
Stock Award Grant Date Fair Value (3)
 
Number of Securities Underlying Options (4)
 
Exercise or Base Price of Option/Stock Awards
($ per share) (5)
 
Closing Price on Date of Grant (6)
 
Option Award Grant Date Fair Value (7)
 
Name
 
Grant Date
 
Threshold
 
Target
 
Maximum
             
                                           
Vicent L. Sadusky
 
—
 
$
93,750
 
$
375,000
 
$
750,000
                         
   
9/10/08
   
—
   
—
   
—
 
200,000
 
1,135,000
 
—
 
$    5.67
 
$    5.64
 
$          —
 
Bart W. Catalane (8)
 
—
 
$
28,125
 
$
112,500
 
$
225,000
 
—
 
—
 
—
 
—
 
—
 
—
 
                                                 
Richard J. Schmaeling
 
—
 
$
28,125
 
$
112,500
 
$
225,000
                         
   
10/06/08
   
—
   
—
   
—
 
—
 
—
 
100,000
 
3.76
 
3.74
 
191,923
 
Scott M. Blumenthal
 
—
 
$
37,500
 
$
150,000
 
$
300,000
                         
   
9/10/08
   
—
   
—
   
—
 
83,333
 
472,915
 
—
 
5.67
 
5.64
 
—
 
Denise M. Parent
 
—
 
$
9,375
 
$
37,500
 
$
75,000
                         
   
9/10/08
   
—
   
—
   
—
 
33,333
 
189,165
 
—
 
5.67
 
5.64
 
—
 
Robert S. Richter
 
—
 
$
24,888
 
$
99,555
 
$
199,110
                         
   
9/10/08
   
—
   
—
   
—
 
46,667
 
264,835
 
—
 
5.67
 
5.64
 
—
 
Gregory M. Schmidt (9)
 
—
 
$
32,813
 
$
131,250
 
$
262,500
 
—
 
—
 
—
 
—
 
—
 
—
 
___________________

  (1)
These columns show the potential value of the payout for the budget-based objective bonus for 2008, which are defined in each executive’s employment agreement, if the threshold, target or maximum goals are satisfied for the Company’s financial performance metrics. The potential payouts are performance-based and are completely at risk. The budget-based objective bonus is described more fully in “Compensation Discussion and Analysis — Design of Compensation Programs — Cash Compensation — Performance Bonus”.
 
  (2)
This column shows the number of restricted stock awards granted on September 10, 2008, which vest in equal installments of 20% over 5 years following the date of grant.
 
  (3)
This column shows the fair value of the restricted stock awards on the date of grant, computed in accordance with SFAS No. 123R based on the average stock price of our class A common stock on grant date.
 
  (4)
This column shows the number of stock options granted pursuant to the Amended and Restated 2002 Stock Option Plan. The stock options vest over four years, with 25% vesting on each anniversary of the grant date, and expire 10 years from the date of grant.
 
  (5)
This column shows the stock option exercise price, which was based on the average of the high and low prices of our class A common stock on the grant date.
 
 
  (6)
This column shows the closing price of our class A common stock on the grant date.
 
  (7)
This column shows the full grant date fair value of the stock options under SFAS 123R. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the entire term of the stock options’ vesting schedule.
 
  (8)
Mr. Catalane resigned as Senior Vice President Chief Financial Officer effective August 20, 2008 and therefore was not eligible to receive non-equity incentive plan compensation for the 2008 fiscal year.
 
  (9)
Mr. Schmidt resigned as Executive Vice President Digital Media effective August 15, 2008 and therefore was not eligible to receive non-equity incentive plan compensation for the 2008 fiscal year.

Outstanding Equity Awards at Year-End

The following table provides information about the holdings of stock options and restricted stock awards by our named executive officers as of December 31, 2008.

For additional information about the stock option grants and restricted stock awards, see “Compensation Discussion and Analysis - Design of Compensation Programs - Equity-Based Compensation.”

 
Stock Option Awards
 
Restricted Stock Awards
Name
Number of Securities Underlying Unexercised Options Exercisable
 
Number of Securities Underlying Unexercised Options Unexercisable
 
Option Exercise Price
 
Option Expiration Date (1)(2)
 
Number of Shares or Units of Stock That Have Not Vested (3)
Market Value of Shares or Units of Stock That Have Not Vested (4)
                     
Vincent L. Sadusky
20,001
 
6,666
 
$
13.855
 
7/1/2015
 
—
—
                       
 
—
 
—
   
 —
 
—
 
221,036 (5)
$240,929
                       
 
13,334
 
13,333
   
8.65
 
5/11/2016
 
—
—
                       
 
250,000
 
250,000
   
7.44
 
7/11/2016
 
—
—
                       
 
25,000
 
75,000
   
12.03
 
12/18/2017
 
—
—
                       
Bart W. Catalane
—
 
—
   
 —
 
—
 
—
—
 
                     
Richard J. Schmaeling
—
 
100,000
   
3.76
 
10/6/2018
 
—
—
                       
Scott M. Blumenthal
6,750
 
2,250
   
16.03
 
5/2/2015
 
—
—
                       
 
—
 
—
   
 —
 
—
 
105,204 (6)
114,672
                       
 
18,750
 
6,250
   
13.86
 
7/1/2015
 
—
—
                       
 
12,500
 
12,500
   
8.65
 
5/11/2016
 
—
—
                       
 
100,000
 
100,000
   
7.43
 
9/6/2016
 
—
—
                       
 
12,500
 
37,500
   
12.03
 
12/18/2017
 
—
—
                       
Denise M. Parent
13,750
 
4,583
   
13.86
 
7/1/2015
 
—
—
                       
 
—
 
—
   
 —
 
—
 
57,761 (7)
62,959
                       
 
9,167
 
9,166
   
8.65
 
5/11/2016
 
—
—
                       
 
30,000
 
30,000
   
7.43
 
9/6/2016
 
—
—
                       
 
10,000
 
30,000
   
12.03
 
12/18/2017
 
—
—
                       
Robert S. Richter
10,000
 
30,000
   
12.03
 
12/18/2017
 
—
—
                       
 
—
 
—
   
 —
 
—
 
46,667 (8)
50,867
                       
 
50,000
 
50,000
   
8.72
 
11/27/2016
 
—
—
                       
Gregory M. Schmidt
—
 
—
   
 —
 
—
 
—
—

___________________

   (1)
The option expiration date is ten years from the date of grant.
 
26
 
   (2)
Stock option awards expiring on May 2, 2015, July 1, 2015, July 12, 2015, May 11, 2016, September 6, 2016, November 27, 2016, December 18, 2017, and October 6, 2018 were granted on May 2, 2005, July 1, 2005, July 12, 2005, May 11, 2006, September 6, 2006, November 27, 2006, December 18, 2007 and October 6, 2018, respectively, and vest in equal installments of 25% over 4 years following the date of grant.
 
   (3)
Restricted stock awards were granted on September 10, 2008, September 15, 2005 and December 22, 2005, respectively, and vest in equal installments of 20% over 5 years following the date of grant. Restricted stock awards were also granted on May 11, 2006 and vest in equal installments of 33.33% over 3 years following the date of grant.
 
   (4)
Market value of unvested shares is calculated based upon the closing price of our class A common stock on December 31, 2008 of $1.09, as reported by the New York Stock Exchange.
 
   (5)
Represents restricted stock that will vest as follows:  (i) 5,926 shares on May 11, 2009; (ii) 3,555 shares July 1, 2009; (iii) 4,000 shares on July 6, 2009; (iv) 40,000 shares on September 10, 2009; (v) 3,555 shares July 1, 2010; (vi) 4,000 shares on July 6, 2010; (vii) 40,000 shares on September 10, 2010; (viii)  40,000 shares on September 10, 2011; (ix) 40,000 shares on September 10, 2012; and (x) 40,000 shares on September 10, 2013.
 
   (6)
Represents restricted stock that will vest as follows: (i) 5,555 shares on May 11, 2009; (ii) 3,333 shares on July 1, 2009; 1,825 shares on July 6, 2009; 1,500 shares on July 9, 2009; 750 shares on July 12, 2009; 750 shares on July 15, 2009; 16,667 shares on September 10, 2009; 3,333 shares on July 1, 2010; 1,825 shares on July 6, 2010; 1,500 shares on July 9, 2010; 750 shares on July 12, 2010; 750 shares on July 15, 2010; 16,667 shares on September 10, 2010; 16,667 shares on September 10, 2011; 16,666 shares on September 10, 2012; and 16,666 shares on September 10, 2013.
 
   (7)
Represents restricted stock that will vest as follows: (i) 4,074 shares on May 11, 2009; 2,444 shares on July 1, 2009; 1,567 shares on July 6, 2009; 2,000 shares on July 9, 2009; 2,916 shares on July 12, 2009; 1,250 shares on July 15, 2009; 6,667 shares on September 10, 2009; 2,444 shares on July 1, 2010; 1,567 shares on July 6, 2010; 2,000 shares on July 9, 2010; 2,916 shares on July 12, 2010; 1,250 shares on July 15, 2010; 6,667 shares on September 10, 2010; 6,667 shares on September 10, 2011; 6,666 shares on September 10, 2012 and 6,666 shares on September 10, 2013.
 
   (8)
Represents restricted stock that will vest as follows: (i) 9,334 shares on September 10, 2009; 9,334 shares on September 10, 2010; 9,333 shares on September 10, 2011; 9,333 shares on September 10, 2012; and 9,333 shares on September 10, 2013.
 
 
Option Exercises and Stock Vested

The following table provides information regarding  the number of shares of our class A common stock acquired by named executive officers upon the vesting of restricted stock awards and the value realized, before payment of any applicable withholding tax and broker commissions.  None of the named executive officers exercised any stock options during 2008.

   
Stock Option Awards
   
Restricted Stock Awards
 
Name
 
Number of Shares Acquired on Exercise
   
Value Realized on Exercise
   
Number of Shares Acquired on Vesting
   
Value Realized on Vesting (1)
 
                         
Vincent L. Sadusky
    —       —       13,482     $ 98,195  
                                 
Bart W. Catalane
    —       —       —       —  
                                 
Richard J. Schmaeling
    —       —       —       —  
                                 
Scott M. Blumenthal
    —       —       13,714       97,255  
                                 
Denise M. Parent
    —       —       14,252       92,995  
                                 
Robert S. Richter
    —       —       —       —  
                                 
Gregory M. Schmidt
    —       —       22,154       141,239  
___________________

   (1)
Based on the average of the high and low prices of our class A common stock on the vesting date if stock was held by named executive officer. If named executive officer sold the stock, the value was based on the actual sales price, net of commission and fees.

Other Benefit Plans

Pension Benefits

The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each of the named executive officers, under each of the Retirement Plan and the Supplemental Employee Retirement Plan. Certain terms of these plans are described below. The present value is determined using interest rate, mortality rate and other assumptions consistent with those described in Note 11 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008 as filed on March 16, 2009.
 

Name
Plan Name
 
Number of Years of Credited Service
   
Present Value of Accumulated Benefit
   
Payments During the Last Fiscal Year
 
                     
Vincent L. Sadusky (1)
Retirement Plan
    4     $ 52,835       —  
 
Supplemental Employee Retirement Plan
    4       138,428       —  
                           
Bart W. Catalane (2)
Retirement Plan
    —       —       —  
 
Supplemental Employee Retirement Plan
    —       —       —  
                           
Richard J. Schmaeling (1)
Retirement Plan
    —       3,125       —  
 
Supplemental Employee Retirement Plan
    —       —       —  
                           
Scott M. Blumenthal (3)
Retirement Plan
    20       549,565       —  
 
Supplemental Employee Retirement Plan
    20       791,584       —  
                           
Denise M. Parent (1)
Retirement Plan
    12       134,881       —  
 
Supplemental Employee Retirement Plan
    12       48,196       —  
                           
Robert S. Richter (1)
Retirement Plan
    2       23,712       —  
 
Supplemental Employee Retirement Plan
    2       7,465       —  
                           
Gregory M. Schmidt (1)
Retirement Plan
    14       233,941       —  
 
Supplemental Employee Retirement Plan
    14       312,044       —  
___________________

   (1)
Messrs. Sadusky, Schmaeling, Richter and Ms. Parent participate in the cash balance plan.  Mr. Schmidt participated in the cash balance plan until his resignation on August 15, 2008.
 
   (2)
Mr. Catalane resigned from the Company prior to the date when the pension benefit had vested.
 
   (3)
Mr. Blumenthal participates in the traditional average final-pay plan.

Retirement Plan

Participants in our tax qualified pension plan participate in either a cash balance benefit plan or a traditional average final-pay plan and may also receive benefits under our SERP, as hereinafter defined, which is described below. Mr. Blumenthal participates in the traditional average final-pay plan. Messrs. Sadusky, Schmaeling, Richter and Ms. Parent participate in the cash balance plan.  Before his resignation in August, 2008, Mr. Schmidt also participated in the cash balance plan.

In April, 2009 we suspended the Company’s contribution to the cash balance benefit plan on behalf of the participating employees.  We expect to reevaluate this decision to suspend such contributions if the current economic downturn subsides and there is a corresponding improvement in our business.  During 2008, under the cash balance benefit plan,  we contributed to each participating employee’s cash balance account an amount equal to 5% of such employee’s compensation. For that purpose, compensation includes base pay, overtime pay, other wage premium pay and annual incentive bonuses. Pension benefits vest after three years of service. Cash balance plan accounts earn annual interest at a rate equal to the interest rate for five-year U.S. Treasury Bills plus 25 basis points (the interest rate is reset annually at the Treasury rate during the November preceding each plan year). As of December 31, 2008, the estimated annual retirement benefits payable under the cash balance plan and our SERP as an annuity for life upon normal retirement, assuming Messrs. Sadusky, Schmaeling, Blumenthal, Richter and Ms. Parent, remain employed by us at their current level of compensation until age 65, is $46,883, $1,499, $166,396, $10,149 and $41,598, respectively.

Under the traditional average final-pay benefit plan, benefits are computed by multiplying (i) 1.50% of the average of the employee’s three highest years of annual compensation, as defined in the plan, times (ii) the employee’s number of years of credited service, up to a maximum of 32 years. Each named executive officer’s salary and bonus for 2008 is set forth above in the “Salary”, “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.
 
 
Under the plan, a participant’s normal retirement age is 65. The normal form of payment for a participant who is not married is a single life annuity. The normal form of payment for a participant who is married is a qualified joint and survivor annuity. A participant may retire early after attaining age 55 and full vesting. A traditional participant who retires early will have their benefit reduced by 0.55% for each month up to 60 months and by 0.30% for each month in excess of 60 months that they retire prior to their normal retirement date. A cash balance participant will receive the present value of their accrued benefit at the time they retire early.

Supplemental Employee Retirement Plan

As permitted by the Employee Retirement Income Security Act of 1974, as amended, our Supplemental Employee Retirement Plan (“SERP”) is a non-qualified plan designed to provide for the payment by us of the difference, if any, between the amount of maximum IRS and/or other regulatory limitations and the annual benefit that would be payable under the pension plan (including the cash balance benefit plan and traditional average final-pay benefit plan), but for such limitations.

The SERP follows the provisions of the retirement plan for normal retirement date and early retirement. Payments for traditional participants will commence at their normal retirement date. Payments to cash balance participants will be paid in a lump sum six (6) months after termination.

401(k) Plan

We provide a defined contribution plan (401(k) plan) to substantially all employees, however, we contribute only to the 401(k) accounts of plan participants that are not included in our retirement plan.  In February, 2009 we suspended the Company’s base and match contributions to the 401(k) Plan on behalf of the participating employees.  We expect to reevaluate this decision to suspend such contributions if the current economic downturn subsides and there is a corresponding improvement in our business.

Nonqualified Deferred Compensation

The named executive officers and other eligible employees have had the opportunity to participate in our Deferred Compensation Plan. The Deferred Compensation Plan allows eligible employees to defer up to 100% of their base salary and performance bonuses in either mutual funds managed by Fidelity Investments or in our Company’s Senior Subordinated Notes or Debentures, which are described more fully in Note 7 of the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008.  As of December 2008, we decided not to offer the named executive officers and other eligible employees the opportunity to participate in the Deferred Compensation Plan because, among other reasons, the number of participants in the plan had declined while the expense and resources required to manage the plan had increased.  The Deferred Compensation Plan remains in place for purposes of servicing the current participants and the balance of the amounts that were previously deferred by named executive officers and other eligible employees.
 
 
The following table summarizes the deferred compensation accounts for each of the named executive officers under our Deferred Compensation Plan as of December 31, 2008:

Name
 
Executive Contributions in Last Fiscal Year
   
Registrant Contributions in Last Fiscal Year
   
Aggregate Earnings in Last Fiscal Year
   
Aggregate Withdrawals/ Distributions
   
Aggregate Balance at Last Fiscal Year End
 
                               
Vincent L. Sadusky
   $ —      $ —      $ (45,750 )    $ —      $ 154,391 (1)
                                         
Bart W. Catalane
    —       —       —       —       —  
                                         
Richard J. Schmaeling
    —       —       —       —       —  
                                         
Scott M. Blumenthal
    —       —       —       —       —  
                                         
Denise M. Parent
    —       —       —       —       —  
                                         
Robert S. Richter
    —       —       —       —       —  
                                         
Gregory M. Schmidt
    —       —       (91,331 )     —       162,926 (2)
___________________

   (1)
With the exception of the earnings (losses) shown in the table for 2008, the aggregate balance of Mr. Sadusky’s deferred compensation represents compensation and investments earnings earned in prior years and compensation earned during the year ended December 31, 2006 and shown in the Summary Compensation Table for 2006 as “Salary”.
 
   (2)
With the exception of the earnings (losses) shown in the table for 2008, the balance of Mr. Schmidt’s deferred compensation represents compensation earned and investment earnings earned during the years prior to 2006.

Other Benefits and Perquisites

All Other Compensation

For the year ended December 31, 2008, the following table describes each component of the All Other Compensation column in the Summary Compensation Table.

Name
 
Company Paid Auto and Commuting Benefits (1)
 
Executive Life Insurance
 
Relocation
 
Total Other Compensation
                 
Vincent L. Sadusky
  $
9,367
   $
547
  $
—
   $
9,914
           
 
   
 
   
 
Bart W. Catalane
   
6,092
 
 
365
   
—
   
6,457
                         
Richard J. Schmaeling
   
7,332
   
91
   
16,588
   
24,011
                         
Scott M. Blumenthal
   
—
   
547
   
—
   
547
                         
Denise M. Parent
   
2,010
   
547
   
—
   
2,557
                         
Robert S. Richter
   
1,871
   
547
   
—
   
2,418
                         
Gregory M. Schmidt
   
6,173
   
365
   
—
   
6,538
___________________

   (1)
Our Company provides the use of a company automobile to each of our named executive officers and we allow the purchase of a new vehicle every three years. We limit our Company’s contribution towards the purchase of a vehicle to $35,000 plus applicable taxes, registration and insurance for each of our named executive officers.
 
 
Potential Payments Upon Termination or Change in Control

Had any of the named executive officers been terminated “without cause” or if the named executive officers had terminated their employment for “good reason” as of December 31, 2008, or if there had been a change in control as of such date, the named executive officers would have been eligible to receive the following payments:

   
Termination Without Change in Control
   
Additional Payment if Change in Control
 
   
Salary & Bonus (1)
   
Health and Other Benefits (2)
   
Retirement Benefits (3)
   
Accelerated Vesting of Options & Awards (4)
   
Total
   
Accelerated Vesting of Options & Awards (5)
   
Total
 
                                           
Vincent L. Sadusky
  $ 925,000     $ 7,467     $ —     $ —     $ 932,467     $ 186,450     $ 1,118,917  
Chairman, President and Chief Executive Officer
                                                       
                                                         
Bart W. Catalane
    —       —       —       —       —       —       —  
Former Sr. Vice President Chief Financial Officer
                                                       
                                                         
Richard J. Schmaeling
    375,000       7,617       —       —       382,617       169,298       551,915  
Senior Vice President and Chief Financial Officer
                                                       
                                                         
Scott M. Blumenthal
    536,250       7,023       —       —       543,273       84,413       627,686  
Executive Vice President Television
                                                       
                                                         
Denise M. Parent
    433,250       25,235       19,913       186,698       665,096       25,324       690,420  
Vice President General Counsel and Secretary
                                                       
                                                         
Robert S. Richter
    407,000       7,467       —       —       414,467       65,689       480,156  
Senior Vice President New Media
                                                       
                                                         
Gregory M. Schmidt
    —       —       —       —       —       —       —  
Former Executive Vice President Digital Media
                                                       
___________________

   (1)
In accordance with each named executive officer’s employment agreement, described above under “Compensation Discussion and Analysis — Design of Compensation Programs — Employment Agreements, Severance and Change-in-Control Arrangements”, calculated as a multiple of salary and bonus paid to the named executive officer in 2008 or if not paid, the amount to which the executive was eligible.
 
   (2)
Benefits include the medical and dental costs paid by our Company using the healthcare rates in effect as of January 1, 2009.  For Ms. Parent in accordance with her employment agreement, in addition to medical and dental costs, other executive benefits including company automobile, vision, life and pension benefits will be provided.
 
   (3)
This represents additional retirement benefits that would have accrued to Ms. Parent in the 12 months following termination in accordance with her employment agreement.
 
   (4)
For Ms. Parent in accordance with her employment agreement, all prior stock options and restricted stock awards which are not otherwise exercisable or vested will become fully vested as of the date of the employment termination except for options to purchase (i) 60,000 shares of class A common stock granted to Ms. Parent on September 6, 2006, and (ii) 40,000 shares of class A common stock granted to Ms. Parent on December 18, 2007, and (iii) 33,333 shares of class A common stock granted to Ms. Parent on September 10, 2008.
 
   (5)
This reflects the value which will automatically vest upon a change in control pursuant to existing agreements. In addition, with respect to all other outstanding option grants, the Compensation Committee has the authority to declare that any restrictions may lapse and any or all outstanding options shall vest and become immediately exercisable upon consummation of a change in control.
 
DIRECTOR COMPENSATION

Our Board believes that our future growth and profitability depend upon our ability to maintain a competitive position in attracting and retaining qualified directors and that both cash compensation and equity awards are an important part of the compensation offered to directors.

The following table summarizes the compensation paid to all persons serving as non-employee directors during 2008:

Name
 
Fees Earned or Paid in Cash
   
Stock Awards (1)
   
Option Awards (1)
   
Total
 
                         
William S. Banowsky, Jr.
  $ 70,062     $ 19,741     $ 103,264     $ 193,067  
                                 
Peter S. Brodsky
    67,062       7,194       98,980       173,236  
                                 
Royal W. Carson III
    49,750       22,959       83,200       155,909  
                                 
Dr. William H. Cunningham (2)
    2,637       16,058       107,276       125,971  
                                 
Patti S. Hart
    63,536       3,683       102,296       169,515  
                                 
Douglas W. McCormick, Chairman
    66,458       3,683       120,381       190,522  
                                 
Michael A. Pausic
    54,250       7,582       82,211       144,043  
                                 
Mitchell Stern
    59,263       3,683       88,280       151,226  
                                 
Totals
  $ 433,018     $ 84,583     $ 785,888     $ 1,303,489  
___________________

   (1)
Amounts reflect the compensation expense of the awards, as determined under SFAS 123R. The amounts reported disregard estimates of forfeitures for awards with service-based vesting conditions and do not reflect actual forfeitures.  See Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008 for the assumptions underlying the valuation of equity awards.
 
   (2)
Dr. Cunningham resigned from our Board effective January 24, 2008.  The amounts reflected in this table represent (i) annual cash retainer pro-rated for the period of time Dr. Cunningham was a director in 2008, and (ii) the expense recognized in accordance with SFAS 123R relating to Dr. Cunningham’s restricted stock awards and stock options.  As a result of Dr. Cunningham’s resignation, 5,731 shares of restricted stock and 102,592 stock options, respectively, were forfeited.

Cash Compensation

Effective as of September 2008, our non-employee directors were eligible to receive an annual retainer of $60,000 for services rendered as directors, plus compensation of $1,500 per meeting for attending Board meetings in person, or $1,000 per meeting for attending via telephone. Committee members also receive $1,000 per meeting for attending committee meetings in person, or $500 per meeting for attending via telephone. The Chair of our Compensation Committee and our Nominating and Corporate Governance Committee each receive an additional annual retainer of $15,000, the chair of our Audit Committee receives an additional annual retainer of $20,000, and the Chairman of the Board receives an additional annual retainer of $25,000. Directors may elect to receive half of their annual retainer in the Company’s class A common stock. We do not maintain a medical, dental or retirement benefits plan for our non-employee directors.

Equity Compensation

1,500,000 shares of class A common stock are reserved for issuance under the Third Amended and Restated 2002 Non-Employee Director Stock Plan (“Director Stock Plan”).
 
 
Stock options granted pursuant to the Director Stock Plan expire on the earlier of 10 years from the date of grant or three months after cessation of service as a director. Stock options granted pursuant to the Director Stock Plan have an exercise price equal to the fair market value of a share of our common stock on the date of grant. Options granted under the Director Stock Plan vest over a period of four years, with 25% of the options vesting on each anniversary of the grant date. Restricted stock awards granted under the Director Stock Plan vest over a period of five years, with 20% of the shares granted under the award vesting on each anniversary of the grant date.

Upon any change in control, or if we or affiliates of HM Capital Partners I LP enter into any agreement providing for our change in control, the Compensation Committee may declare that any restrictions applicable to a stock award may lapse and any or all outstanding options shall vest and become immediately exercisable. Thereafter, the stock options will be subject to the terms of the transaction effecting the change in control.

The following table summarizes the equity awards made to non-employee directors during 2008, and the aggregate number of stock options and unvested restricted stock awards outstanding for each non-employee director as of December 31, 2008:

 
Restricted Stock Awards
 
Stock Option Awards
 
Number of Aggregate Awards Outstanding
Name
Date of Award
Restricted Stock Awards
 
Fair Value at Grant Date
 
Date of Award
Stock Option Awards
 
Fair Value at Grant Date
 
Awards Outstanding Restricted Stock Awards
Stock Options
                         
William S. Banowsky, Jr.
9/10/08
10,572
  $
59,996
 
—
—
   
—
 
14,524
130,842
                             
Peter S. Brodsky
9/10/08
10,572
   
59,996
 
—
—
   
—
 
11,772
128,000
                             
Royal W. Carson III
9/10/08
10,572
   
59,996
 
—
—
   
—
 
15,317
104,333
                             
Dr. William H. Cunningham (1)
—
—
   
—
 
—
—
   
—
 
—
—
                             
Patti S. Hart
9/10/08
10,572
   
59,996
 
9/10/08
30,000
 
$
170,250
 
10,572
130,000
                             
Douglas W. McCormick, Chairman
9/10/08
10,572
   
59,996
 
—
—
   
—
 
10,572
150,000
                             
Michael A. Pausic
9/10/08
10,572
   
59,996
 
—
—
   
—
 
11,904
103,333
                             
Mitchell Stern
9/10/08
10,572
   
59,996
 
—
—
   
—
 
10,572
110,000
                             
Total
—
74,004
   
419,972
 
—
—
   
—
 
85,233
856,508

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our Compensation Committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are unaware of any relations or related transactions that are required to be reported in this proxy statement.

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

On an annual basis, each director and executive officer of our Company must complete a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year, in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest. Any transaction, arrangement or relationship disclosed in the Director and Officer Questionnaire is reviewed and considered by our Board in making independence determinations and resolving any conflicts of interest that may be implicated.
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

The aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP in the fiscal years ended December 31, 2008, and December 31, 2007, respectively, are as follows (in thousands):

   
2008
   
2007
 
             
Audit Fees                                                                                                   
  $ 1,365     $ 1,025  
Audit-Related Fees                                                                                                   
    —       28  
Tax Fees                                                                                                   
    —       —  
All Other Fees                                                                                                   
    2       18  
Total                                                                                                   
  $ 1,367     $ 1,071  

Items included under Audit Fees include professional services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements included in our Form 10-K, including compliance testing with respect to Sarbanes Oxley Act Section 404, and review of interim financial statements included in our Forms 10-Q for the years ended December 31, 2008 and 2007.

Items included under Audit-Related Fees include professional services rendered by PricewaterhouseCoopers LLP for assurance and other related services that are required in the performance of the audit or review of the financial statements, and which are not included under Audit Fees, during the years ended December 31, 2008 and 2007.

Items included under All Other Fees include costs for seminars conducted by PricewaterhouseCoopers LLP and for annual usage fees relating to software sponsored by PricewaterhouseCoopers LLP.

The Audit Committee reviews and pre-approves all annual services and fees proposed by PricewaterhouseCoopers LLP. No services were approved pursuant to the de minimis exception.

OTHER INFORMATION

Other Matters

As of the date of this Proxy Statement, our Board does not intend to present any matter for action at the Annual Meeting other than as set forth in the Notice and Proxy Statement for the Annual Meeting. If any other matters properly come before the meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.

Stockholder Proposals for the 2010 Annual Meeting

Proposals of stockholders who intend to be present at the 2010 annual meeting of stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us no later than the close of business on December 18, 2009 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Denise M. Parent, Secretary, LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906.

In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our Board and of other business that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our Proxy Statement in accordance with Rule 14a-8). Such nominations and proposals for the 2010 annual meeting, other than those made by or on behalf of our Board, shall be made by notice in writing delivered or mailed by first class United States mail, postage prepaid, to the Secretary, and received no earlier than January 2, 2010 and no later than February 1, 2010, assuming that the 2010 annual meeting is to be held between April 2, 2010 and July 11, 2010, as we currently anticipate. In the event that the 2010 annual meeting is not held between April 2, 2010 and July 11, 2010, notice of stockholder nominees or proposals must be received no earlier than 120 days before the date of the 2010 annual meeting and no later than 90 days before the date of the 2010 annual meeting or the 10th day following our first public announcement of the date of such meeting, whichever is later. Our bylaws also require that such notice contain certain additional information. Copies of our bylaws can be obtained without charge from the Secretary.

Proxy Solicitation

The cost of the solicitation of proxies will be borne by us. In addition to the solicitation of proxies by mail, certain of our officers and employees, without extra remuneration, may solicit proxies personally, by telephone, mail or facsimile. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of our Proxy Statement may have been sent to multiple stockholders in a stockholder’s household. We will promptly deliver a separate copy to any stockholder upon written or oral request to LIN TV Corp., Four Richmond Square, Suite 200, Providence, Rhode Island 02906, Attention: Denise M. Parent, Secretary; Telephone: (401) 454-2880. If any stockholder wants to receive separate copies of the Proxy Statement in the future, or if any stockholder is receiving multiple copies and would like to receive only one copy for his or her household, such stockholder should contact his or her bank, broker, or other nominee record holder, or such stockholder may contact us at the above address and phone number.


By Order of our Board of Directors,


Denise M. Parent
Secretary

April 17, 2009
























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