Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Grant of Retention Awards

Recognizing the importance of retaining key talent to guide the Company through current media industry and macro-economic challenges, as well as the longer-term evolution of the media industry, the Compensation Committee of the Board of Directors of the Company approved on December 21, 2008 the grant of two-year retention awards to certain senior officers, including named executive officers Steven J. Smith, Douglas G. Kiel, Elizabeth Brenner, and Kenneth L. Kozminski, and principal financial officer, Andre J. Fernandez. The retention awards are in the form of restricted Class B stock granted under the Company's 2007 Omnibus Incentive Plan with a grant date of December 23, 2008, which will vest and become nonforfeitable on December 23, 2010 if the grantee is then still employed with the Company or its affiliates. A total of 180,000 restricted Class B shares were granted.

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