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The following is an excerpt from a DEF 14A SEC Filing, filed by PAXSON COMMUNICATIONS CORP on 4/15/2003.
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ION MEDIA NETWORKS INC. - DEF 14A - 20030415 - COMPENSATION_COMMITTEE

      Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Compensation Committee Report on Executive Compensation and the Performance Graph shall not be incorporated by reference into any such filings.

Compensation Committee Report on Executive Compensation

      This report is submitted by the Compensation Committee of the Board of Directors, which is currently comprised of Mr. Burnham, Mr. Greenwald and Mr. Oxendine, each of whom is a non-employee director of the Company. Mr. Greenwald is the chairman of the Compensation Committee.

      The Compensation Committee of the Board of Directors reviews and recommends the salaries and other compensation of the executive officers of the Company, including its Chairman and its Chief Executive Officer and other Named Executive Officers, and is responsible for administering the Company’s Executive Bonus Plan and Stock Incentive Plans, and for reviewing proposed executive compensation and other compensation plans and making recommendations to the Board of Directors.

      In making its recommendations as to executive compensation, the Committee seeks to recommend a level of base compensation which is competitive with the compensation offered to executives performing similar functions by others in the Company’s line of business, and to link a significant portion of an executive’s total potential cash compensation to the achievement of overall Company operating and financial goals and individual performance criteria. In administering the Executive Bonus Plan, the Committee establishes, on an annual basis, overall Company operating and financial goals and individual performance criteria which offer Company executives the opportunity to earn significant bonus compensation. In formulating its recommendations as to awards under the stock incentive plans, the Committee seeks to provide a means for Company executives to realize substantial additional compensation based upon appreciation in the public trading price of

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the Company’s common stock, thereby aligning the executives’ interests with those of the Company’s stockholders.

      Since the operating and financial performance objectives established by the Compensation Committee for determination of bonus compensation for the 2002 fiscal year under the Executive Bonus Plan were not attained, the Committee determined to award no bonus compensation under the Executive Bonus Plan to the Company’s executive officers, and therefore no bonus payments under this plan will be made to the executive officers in 2003 in respect of the 2002 fiscal year.

      During 2002, the Company entered into an amended four year employment agreement with Mr. Severson. In connection with this amended agreement, the Compensation Committee ratified the September 2001 grant to Mr. Severson of options to purchase 50,000 shares of Class A Common Stock, at an exercise price of $7.25 per share, vesting over a four year period commencing August 1, 2001.

Submitted by the Compensation Committee

          James L. Greenwald, Chairman

          Bruce L. Burnham
          John E. Oxendine
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