How About the Employees??????

21-Feb-2006

Entry into Material Agreement


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Restricted Stock Units. On February 14, 2006, the Compensation & Organization
Committee (the "Committee") of the Board of Directors of Tribune Company (the
"Company") granted restricted stock unit ("RSU") awards under the Tribune
Company Incentive Compensation Plan (the "Plan") to the following executive
officers in the amounts indicated below:


Name Title RSU's
Dennis J. FitzSimons Chairman, President and Chief Executive 60,000
Officer
Scott C. Smith President, Tribune Publishing Company 30,000
Donald C. Grenesko Senior Vice President / Finance & 28,000
Administration
John E. Reardon President, Tribune Broadcasting Company 20,000
Crane H. Kenney Senior Vice President, General Counsel & 20,000
Secretary




A form of Restricted Stock Unit Award Notice is attached as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

Stock options. On February 14, 2006, the Committee awarded stock options under the Plan to the following executive officers in the amounts indicated below:


Name Options
Dennis J. FitzSimons 300,000
Scott C. Smith 90,000
Donald C. Grenesko 85,000
John E. Reardon 60,000
Crane H. Kenney 60,000



A form of Notice of Grant and Stock Option Term Sheet was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 11, 2005 and is incorporated by reference herein. The options will vest over a three-year period from the date of grant.



Annual Management Incentive Plan Bonuses. On February 14, 2006, the Committee approved the following management incentive plan bonuses under the Plan for 2005:

Name Bonus
Dennis J. FitzSimons $250,000
Scott C. Smith 154,000
Donald C. Grenesko 102,800
John E. Reardon 90,000
Crane H. Kenney 78,000


For 2006, the Committee established that operating cash flow and net income on equity investments (or "equity income") will be the performance criteria used in determining management incentive plan bonuses under the Plan. The Plan defines "operating cash flow" as net income before making any adjustment or deduction for interest, taxes, depreciation, amortization, writedowns of intangible assets and non-operating gains and losses, and subject to adjustment to account for extraordinary items.

The Committee also established 2006 operating cash flow and equity income goals for the Company's publishing and broadcasting business segments and for the Company on a consolidated basis. Management incentive plan bonuses for corporate executives, including Mr. FitzSimons, Mr. Grenesko and Mr. Kenney, will be based on the achievement of consolidated goals, while management incentive plan bonuses for publishing and broadcasting executives, including Mr. Smith and Mr. Reardon, will be based on achievement of the goals for their respective business segment. The Committee may also consider executives' individual performance in determining the amount of their management incentive plan bonus.

Base Salaries.On February 14, 2006, the Committee also approved increases in the salaries of Mr. FitzSimons, Mr. Smith, Mr. Grenesko and Mr. Kenney. The Committee did not increase Mr. Reardon's salary because it was previously increased in connection with his promotion to President of Tribune Broadcasting Company in November 2005. Effective February 19, 2006, the salaries for these executives are as follows:


Name Salary
Dennis J. FitzSimons $985,000
Scott C. Smith 575,000
Donald C. Grenesko 570,000
John E. Reardon 500,000
Crane H. Kenney 450,000



The Company will provide additional information regarding the compensation of its executive officers in its Proxy Statement for the 2006 Annual Meeting of Shareholders, which is expected to be filed in March 2006.

Information supplied by Dana