1997 Employee Restricted Stock Plan

Exhibit 10.15


MEDIA GENERAL, INC.


1997 EMPLOYEE RESTRICTED STOCK PLAN

AMENDED AS OF DECEMBER 31, 2001

Media General, Inc., a corporation organized and existing under the laws of the Commonwealth of Virginia, which, along with its wholly owned subsidiaries, is hereinafter referred to as the " Company" , has previously adopted the Media General, Inc. 1995 Long-Term Incentive Plan, Amended and Restated as of May 18, 2001 for officers and other salaried employees of the Company (the " LTIP" ).


Under the terms of the LTIP, the Compensation Committee of the Board of Directors of the Company (the " Committee" ) has the authority to determine and establish the type and number of Awards to be granted, the terms and conditions, including forfeiture provisions of such Awards, and to select the Participants to receive any such Awards, in each case subject to and consistent with the provisions of the LTIP. All capitalized terms not otherwise (defined herein shall have the meanings ascribed to them in the LTIP.


1. Purpose . The purpose of this plan is to keep personnel of experience and ability in the employ of the Company and its subsidiaries and to compensate them for their contributions to the growth and profits of the Company and its subsidiaries and thereby induce them to continue to make such contributions in the future.


2. Definitions .

(a)" Company" shall mean Media General, Inc.

(b)" Subsidiary" or " Subsidiaries" shall mean a corporation or corporations of which the Company owns, directly or indirectly, shares having a majority of the voting power for the election of directors.

(c)" Board" shall mean the Board of Directors of the Company.

(d)" Committee" shall mean the Compensation Committee as appointed from time to time by the Board, which shall consist solely of two or more persons who qualify as " Non-Employee Directors" under Rule 16b-3 of the Securities and Exchange Commission and as " Outside Directors" under Section 162(m) of the Internal Revenue Code of 1986. (e)" Plan" shall mean this Media General, Inc., Restricted Stock Plan.

(f)" Restricted Share" shall mean the shares of Class A Common Stock of the Company reserved pursuant to Section 3 hereof and any such shares issued to a Recipient pursuant to this Plan.

(g)" Recipient" shall mean an employee of the Company or a Subsidiary to whom shares are allocated pursuant to this Plan, or his designated beneficiary, surviving spouse, estate, or legal representative, but for the purposes hereof, any beneficiary, spouse, estate or legal representative shall be considered as one person with the employee.

(h)" Disability" shall mean the Recipient' s inability to perform the services required by his position with the Company by reason of any medically determinable, physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration.

3. Restricted Shares Reserve . There shall be established a Restricted Share Reserve to which shall be credited 800,000 shares of the Class A Common Stock of the Company. In the event that the shares of Class A Common Stock of the Company should, as a result of a stock split or stock dividend or combination of shares or any other change, or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization or otherwise, be increased or


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decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of shares then remaining in the Restricted Share Reserve shall be appropriately adjusted to reflect such action. If any such adjustment shall result in a fractional share, such fraction shall be disregarded. Upon the allocation of shares hereunder, the Restricted Share Reserve shall be reduced by the number of Restricted Shares so allocated. Subject to limitations that may be imposed by Rule 16b-3 or other provisions of the federal securities laws at such time, upon the forfeiture of Restricted Shares pursuant to Section 7 hereof, the Restricted Share Reserve shall be increased by such number of Restricted Shares, and such Restricted Shares may again be the subject of allocations hereunder. All authorized and unissued shares issued as Restricted Shares in accordance with the Plan shall be fully paid and non-assessable shares and free from pre-emptive rights.

4. Eligibility and Making of Allocations . Any salaried executive employee of the Company or any Subsidiary, having substantial responsibility for the direction and management of the Company or any Subsidiary, shall be eligible to receive an allocation of Restricted Shares pursuant to the Plan, except that no employee shall be entitled to receive an allocation of greater than one hundred thousand (100,000) Restricted Shares in any year or two hundred thousand (200,000) within any two year period.

From the employees eligible to receive allocations pursuant to the Plan, the Committee may from time to time select those employees to whom Restricted Shares shall be allocated. In selecting those employees to whom an allocation shall be made and in determining the number of Restricted Shares subject thereto, the Committee shall consider the position and responsibilities of the eligible employees, the value of their services to the Company and its Subsidiaries, and such other factors as the Committee deems pertinent. If the Committee elects to award Restricted Shares to any employee, the date of such action shall be the " date of allocation' for purposes of this Plan.

The aggregate number of Restricted Shares which may be allocated pursuant to this Plan shall not exceed the amount available therefore in ...