{"id":38522,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/annual-bonus-guidelines-of-david-f-devoe.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"annual-bonus-guidelines-of-david-f-devoe","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/annual-bonus-guidelines-of-david-f-devoe.html","title":{"rendered":"Annual Bonus Guidelines of David F. DeVoe"},"content":{"rendered":"
News Corporation <\/font><\/p> 
 <\/font><\/p> 
July <\/u>28, 2005 <\/font><\/p> 
 <\/font><\/p> 
David F. DeVoe <\/font><\/p> 
Senior Executive Vice President and Chief Financial Officer\n\n<\/font><\/p> 
News Corporation <\/font><\/p> 
1211 Avenue of the Americas <\/font><\/p> 
New York, NY 10036 <\/font><\/p> 
 <\/font><\/p>\n<\/pre>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Re:<\/font><\/td>\n    <\/font><\/td>\nNotification of Annual Bonus Guidelines<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
Dear Dave: <\/font><\/p>\n
 <\/font><\/p>\n
The purpose of this letter is to advise you that, pursuant to Article V of
\nthe News Corporation 2005 Long-Term Incentive Plan, the Compensation Committee (the \u0093Committee<\/i><\/b>\u0094) of the Board of Directors of News Corporation determined on July 28, 2005, that the Annual Bonus Guidelines set forth as
\nExhibit A<\/u> to this letter (the \u0093Guidelines<\/i><\/b>\u0094) will be used to calculate your annual bonus as provided pursuant to Section 4 of that certain Employment Agreement, dated as of November 12, 2004, by and between News America
\nIncorporated and yourself (the \u0093Employment Agreement<\/i><\/b>\u0094), for the fiscal year ending June 30, 2006. The Guidelines shall remain in effect for the term of the Employment Agreement, subject to your continued employment. The
\nCommittee has also determined that the Guidelines will be used to calculate your bonus for the fiscal year ending June 30, 2005. The award of your bonus will be made upon certification by the Committee that the performance goals upon which your
\nbonus is based have been attained. <\/font><\/p>\n
 <\/font><\/p>\n
\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
Sincerely,<\/font><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n
\/s\/ Andrew S. B. Knight<\/font><\/p>\n
<\/td>\n<\/tr>\n
Andrew S. B. Knight<\/font><\/td>\n<\/tr>\n
Chairman of the Compensation Committee<\/font><\/td>\n<\/tr>\n
News Corporation<\/font><\/td>\n<\/tr>\n<\/table>\n<\/div>\n
\n
\n
Exhibit A <\/b><\/font><\/p>\n
 <\/font><\/p>\n
Annual Bonus Guidelines of David F. DeVoe <\/b><\/font><\/p>\n
 <\/font><\/p>\n
(i) David F. DeVoe (the \u0093Executive<\/i><\/b>\u0094) shall be eligible for an annual bonus (\u0093Bonus<\/i><\/b>\u0094) for each fiscal year
\n(currently July 1 to June 30) (each a \u0093Fiscal Year<\/i><\/b>\u0094) of News Corporation (\u0093News Corp<\/i><\/b>\u0094) ending during the term of that certain employment agreement, dated as of November 12, 2004, by and between News
\nAmerica Incorporated and the Executive (the \u0093Employment Agreement<\/i><\/b>\u0094) in accordance with these Annual Bonus Guidelines (the \u0093Guidelines<\/i><\/b>\u0094) and subject to the Executive\u0092s continued employment by News
\nCorp. Any Bonus earned by the Executive pursuant to these Guidelines shall be paid in the manner hereinafter provided no later than two and one-half months after the end of the period to which such Bonus relates or ten days after the earnings for
\nthe Fiscal Year are announced, whichever occurs first. Payment of the Bonus for each Fiscal Year shall in all circumstances be contingent upon certification by the Compensation Committee of the Board of Directors (the \u0093Compensation
\nCommittee<\/i><\/b>\u0094) of News Corp of the EPS Percentage Comparison (as defined below) for such Fiscal Year, and any deferral of a Bonus shall be made in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended
\n(the \u0093Code<\/i><\/b>\u0094). <\/font><\/p>\n
 <\/font><\/p>\n
(ii) The Bonus payable
\nfor each of the bonus periods ending on June 30, 2005, June 30, 2006, June 30, 2007, June 30, 2008 and June 30, 2009, respectively, shall be the amount calculated pursuant to subsection (iii) below by (A) determining the EPS Percentage Comparison
\nfor the Fiscal Year then ended and (B) determining the Required Amount for such EPS Percentage Comparison. <\/font><\/p>\n
 <\/font><\/p>\n
(iii) \u0093EPS Percentage Comparison<\/i><\/b>\u0094 shall mean the amount of percentage change (calculated to 1\/100<\/font>th<\/sup><\/font> of a percent) in Earnings Per Share (as calculated below) of News Corp, determined as follows: <\/font><\/p>\n
 <\/font><\/p>\n
(A) Net Income for each Fiscal Year shall be determined in accordance with
\nUnited States generally accepted accounting principles and will be such amount reported as Net Income in News Corp\u0092s audited consolidated financial statements (the \u0093Financial Statements<\/i><\/b>\u0094); <\/font><\/p>\n
 <\/font><\/p>\n
(B) Adjusted Net Income (which is to be used as the basis for the EPS
\nPercentage Comparison computation) shall be determined by adjusting Net Income by eliminating the effect on Net Income of the following items, which will apply equally to income and losses from \u0093Associated Entities\u0094 (as that term is used
\nin the Financial Statements) included in Net Income (the \u0093Adjustments<\/i><\/b>\u0094) – (i) non-cash intangible asset impairment charges and writedowns on investments to realizable values; (ii) gains or losses on the sale or other
\ndisposition of businesses or investments; (iii) items classified as Extraordinary Items (or a similar classification); (iv) the impact of changes in accounting in the Fiscal Year of such change (with the intent being to measure Adjusted Net Income
\nin each Fiscal Year on the same bases of accounting); (v) costs of material business restructurings, reorganizations and relocations (includes severances, shut down, asset writeoffs \u0096 whether immediately recognized or the incremental impact of
\naccelerated charges over the restructuring period); and (vi) gains and losses from capital and debt issuances and retirements; <\/font><\/p>\n
 <\/font><\/p>\n
(C) Earnings Per Share shall be calculated by dividing Adjusted Net Income by the number of shares of stock (or stock equivalents) of the combined classes
\nof News Corp utilized in the Financial Statements for the respective Fiscal Year in determining diluted earnings per share (e.g., such number of shares for the 2004 Fiscal Year is set forth in Note 23 to the financial statements included in News
\nCorp\u0092s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2004), after adjusting for new share issuances and the effect of corporate reorganizations such as stock splits; and <\/font><\/p>\n
\n
\n
(D) In such determination, Earnings Per Share for the Fiscal Year then ended (\u0093Current
\nYear<\/i><\/b>\u0094) shall be divided by Earnings Per Share for the prior Fiscal Year (\u0093Prior Year<\/i><\/b>\u0094) to determine the EPS Percentage Comparison. If Prior Year Earnings Per Share is a negative number, the difference between
\nEarnings Per Share for the Current Year and Prior Year shall be divided by Prior Year Earnings Per Share (expressed as a positive number) to determine the EPS Percentage Comparison. For example: (A) if Prior Year Earnings Per Share is ($2.00) and
\nCurrent Year Earnings Per Share is ($2.50), the EPS Percentage Comparison shall be negative 25% (negative change of $.50 divided by absolute value of $2.00 = negative 25%); (B) if Prior Year Earnings Per Share is ($2.00) and Current Year Earnings
\nPer Share is $1.00, the EPS Percentage Comparison shall be 150% (positive change of $3.00 divided by absolute value of $2.00 = 150%); and (C) if Prior Year Earnings Per Share is $2.00 and Current Year Earnings Per Share is $1.80, the EPS Percentage
\nComparison is negative 10% (negative change of $.20 divided by absolute value of $2.00 = negative 10%). <\/font><\/p>\n
 <\/font><\/p>\n
(iv) The \u0093Required Amount<\/i><\/b>\u0094 shall equal the following amounts, using straight-line interpolation between low and high Required
\nAmounts for any EPS Percentage Comparison that falls within any applicable EPS Percentage Comparison range: <\/font><\/p>\n
 <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
EPS Percentage Comparison Ranges:<\/b><\/font><\/td>\n  <\/font><\/td>\nThe Required Amount is<\/b><\/font><\/td>\n<\/tr>\n
\n
If the EPS Percentage Comparison is<\/b><\/font><\/p>\n
<\/td>\n		  <\/font><\/td>\nLow<\/b><\/font><\/p>\n
<\/td>\n		  <\/font><\/td>\nHigh<\/b><\/font><\/p>\n
<\/td>\n<\/tr>\n
\n
Negative 25% or less<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n0<\/font><\/td>\n  <\/font><\/td>\n <\/font><\/td>\n0<\/font><\/td>\n<\/tr>\n
\n
Between negative 25% and negative 12 1<\/sup><\/font>\/<\/font>2<\/font>%<\/font><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n <\/font><\/td>\n0<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n2 million<\/font><\/td>\n<\/tr>\n
\n
Between negative 12 1<\/sup><\/font>\/<\/font>2<\/font>% and 0<\/font><\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n2 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n2 million<\/font><\/td>\n<\/tr>\n
\n
Between 0 and 10%<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n2 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n4 million<\/font><\/td>\n<\/tr>\n
\n
Between 10% and 20%<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n4 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n5 million<\/font><\/td>\n<\/tr>\n
\n
Between 20% and 30%<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n5 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n6 million<\/font><\/td>\n<\/tr>\n
\n
Between 30% and 40%<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n6 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n7 million<\/font><\/td>\n<\/tr>\n
\n
More than 40%<\/font><\/p>\n<\/td>\n
  <\/font><\/td>\n$<\/font><\/td>\n7 million<\/font><\/td>\n  <\/font><\/td>\n$<\/font><\/td>\n7 million<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/p>\n
For example: (A) if the EPS Percentage
\nComparison is a negative 26%, no Bonus will be payable; (B) if the EPS Percentage Comparison is a negative 14%, the Bonus payable will be $1,760,000; (C) if the EPS Percentage Comparison is a negative 6.2455%, the Bonus payable will be $2,000,000
\n(i.e., negative 6.2455% rounded to the nearest 1\/100<\/font>th<\/sup><\/font> of a percent is negative 6.25%); (D) if the EPS Percentage
\nComparison is 1.5313%, the Bonus payable will be $2,306,000 (i.e., 1.5313% rounded to the nearest 1\/100<\/font>th<\/sup><\/font> of a
\npercent is 1.53%); (E) if the EPS Percentage Comparison is 14.9555%, the Bonus payable will be $4,496,000 (i.e., 14.9555% rounded to the nearest 1\/100<\/font>th<\/sup><\/font> of a percent is 14.96%); (F) if the EPS Percentage Comparison is 22.0036%, the Bonus payable will be $5,200,000 (i.e., 22.0036% rounded to the nearest 1\/100<\/font>th<\/sup><\/font> of a percent is 22.00%); and (G) if the EPS Percentage Comparison is 50.6587%, the Bonus payable will be $7,000,000. <\/font><\/p>\n
\n
\n
(v) Any Bonuses payable to the Executive for the bonus periods ended, and ending June 30, 2005, June 30,
\n2006, June 30, 2007 and June 30, 2008 shall be payable (1) the first $3 million in cash and (2) any balance payable one-half in cash and one-half in restricted stock units (\u0093Restricted Stock Units<\/i><\/b>\u0094). <\/font><\/p>\n
 <\/font><\/p>\n
(vi) Any Bonus payable to the Executive for the bonus period ending June 30,
\n2009 shall be paid entirely in cash. <\/font><\/p>\n
 <\/font><\/p>\n
(vii) The number of
\nRestricted Stock Units to be granted to the Executive shall be determined by dividing (A) the amount of the Bonus allocated to the Restricted Stock Units, by (B) the Average Market Price of News Corp\u0092s Class A common stock, par value $.01 per
\nshare (the \u0093Stock<\/i><\/b>\u0094). The \u0093Average Market Price<\/i><\/b>\u0094 of the Stock shall be the average of the closing price for the Stock on the New York Stock Exchange for the twenty-day trading period ending on the date
\nprior to the date the cash portion of the Bonus is paid (without regard to any deferrals). <\/font><\/p>\n
 <\/font><\/p>\n
(viii) The Restricted Stock Units earned by the Executive shall be paid to the Executive in the following manner: <\/font><\/p>\n
 <\/font><\/p>\n
(A) The Restricted Stock Units shall be paid by (1) delivery of one share of Stock for each Restricted Stock Unit or (2) cash for each Restricted Stock
\nUnit based on the closing price for each share of Stock subject to each Restricted Stock Unit valued on the date preceding each payment date specified in Section (viii)(B) (without regard to any deferrals). <\/font><\/p>\n
 <\/font><\/p>\n
(B) The Restricted Stock Units shall be paid on the following dates, unless
\nthe Executive voluntarily defers receipt of any such payment: <\/font><\/p>\n
 <\/font><\/p>\n
(1) Any Restricted Stock Units for the bonus period ended June 30, 2005 shall be paid in three equal installments on July 1, 2006, July 1, 2007 and July 1, 2008; <\/font><\/p>\n
 <\/font><\/p>\n
(2) Any Restricted Stock Units for the bonus period ending June 30, 2006 shall be paid in three equal installments on July
\n1, 2007, July 1, 2008 and June 30, 2009; <\/font><\/p>\n
 <\/font><\/p>\n
(3) Any Restricted
\nStock Units for the bonus period ending June 30, 2007 shall be paid in two equal installments on July 1, 2008 and June 30, 2009; and <\/font><\/p>\n
 <\/font><\/p>\n
(4) Any Restricted Stock Units for the bonus period ending June 30, 2008 shall be paid on June 30, 2009. <\/font><\/p>\n
 <\/font><\/p>\n
(C) If on any date while Restricted Stock Units are outstanding under these
\nGuidelines, News Corp shall pay a dividend on the Stock (or the record date for such dividend shall occur), the number of Restricted Stock Units held by the Executive shall, as of such dividend payment date, be increased by a number of Restricted
\nStock Units equal to (a) the product of (x) the number of Restricted Stock Units held by the Executive as of the related dividend record date, multiplied by (y) the amount of any cash dividend per share of Stock (or, in the case of any dividend
\npayable in whole or in part other than in cash or Stock, the value of such dividend per share of Stock, as determined in good faith by News Corp), divided by (b) the closing price of the Stock on the New York Stock Exchange on the payment date of
\nsuch dividend (or, if no closing price is reported on such date, the immediately preceding date upon which a closing price is reported). In the case of any dividend declared on the Stock that is payable in the form of Stock, the number of Restricted
\nStock Units held by the Executive shall be increased by a number equal to the product of (I) the aggregate number of Restricted Stock Units held by the Executive as of the related dividend record date, multiplied by (II) the number of shares of
\nStock (including any fraction thereof) payable as a dividend on a share of Stock. <\/font><\/p>\n
\n
\n
(D) In the event of any change in the outstanding Stock by reason of any merger, reorganization,
\nconsolidation, recapitalization, separation, spin-off, liquidation, stock dividend, split-up, share combination or other change in the corporate or capital structure affecting Stock, News Corp shall adjust the Restricted Stock Units described herein
\nto reflect such event. The Executive may designate a beneficiary who may possess all rights with respect to the Restricted Stock Units under these Annual Bonus Guidelines in the event of the Executive\u0092s death; otherwise payment will be made to
\nthe Executive\u0092s estate. <\/font><\/p>\n
 <\/font><\/p>\n
(E) Payment of the Restricted
\nStock Units shall be delayed six months if payment is made in connection with the Executive\u0092s separation from service and such delay is necessary to avoid the imposition of the penalty tax under Section 409(A) of the Code. <\/font><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8350],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9539,9546],"class_list":["post-38522","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-news-corp-ltd","corporate_contracts_industries-media__newspapers","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38522","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38522"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38522"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38522"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38522"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}