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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: LIN Television Corporation | LIN TV Corp You are currently viewing:
This Employee Retention Agreement involves

LIN Television Corporation | LIN TV Corp

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Title: EMPLOYMENT AGREEMENT
Governing Law: Rhode Island     Date: 2/27/2007
Industry: Broadcasting and Cable TV     Sector: Services

EMPLOYMENT AGREEMENT, Parties: lin television corporation , lin tv corp
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EXHIBIT 10.3

Employment Agreement

      This Employment Agreement (this “ Agreement ”), entered into as of February 22, 2007, and made effective as of September 6, 2006, is by and among, LIN TV Corp., a Delaware corporation (“ Parent ”), and LIN Television Corporation, a Delaware corporation with its headquarters in Providence, Rhode Island, and a wholly-owned subsidiary of the Parent (the “ Company ” and, together with Parent, the “ LIN Companies ”), and Gregory M. Schmidt , an individual residing in the state of Rhode Island (the “ Executive ”).

RECITALS :

      Whereas , on September 6, 2006 (the “ Appointment Date ”), the board of directors of Parent (the “ Board of Parent ”) and the board of directors of the Company, respectively, appointed Executive to the offices of Executive Vice President Digital Media of each of the LIN Companies;

      Whereas , each of Parent and the Company desire that the Company employ Executive as Executive Vice President Digital Media of the Company, and Executive desires to be employed by the Company in such position, in accordance with the terms and subject to the conditions provided herein;

      Now, Therefore , in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

      1.  Employment. The Company shall employ Executive and Executive hereby agrees to serve the LIN Companies on the terms and conditions set forth herein.

      2.  Service Period. The term of this Agreement and Executive’s employment hereunder (the “ Service Period ”) shall be deemed to have commenced as of the Appointment Date and shall continue thereafter until the effective date of termination pursuant to the terms and subject to the conditions of this Agreement.

      3.  Position and Duties . During the Service Period, Executive shall serve as the Executive Vice President Digital Media of each of the LIN Companies, reporting to the President and CEO of each of the LIN Companies and, subject to the LIN Companies’ respective Certificates of Incorporation and By-Laws, shall have such authority and duties as may be granted or assigned from time to time by the President and CEO of the LIN Companies.

      4. Attention and Effort. Executive covenants and agrees, at all times during the Service Period, to devote Executive’s full business-time efforts, energies and skills to Executive’s duties as contemplated by Section 3 above, to serve each of the LIN Companies diligently and to the best of Executive’s ability and at all times to act in compliance with the rules, regulations, policies and procedures of the LIN Companies as shall be in effect from time to time. Executive further covenants and agrees that Executive will not, directly or indirectly, engage or participate in any other business, profession or occupation for compensation or otherwise at any time during the Service Period which conflicts with the business of the LIN


 

Companies, without the prior written consent of the Board of Parent; provided, that nothing herein shall preclude Executive from accepting appointment to or continuing to serve on any board of directors or trustees of any charitable or not-for-profit organization or from managing Executive’s personal, financial or legal affairs; provided, in each case, and in the aggregate, that such activities do not materially conflict or interfere with the performance of Executive’s duties hereunder or conflict with Sections 10, 11 or 12 of this Agreement in any material respect.

5. Compensation and Other Benefits.

           (a) During the Service Period, Executive shall be paid by the Company an annual base salary in an amount equal to Four Hundred Thousand Dollars ($400,000) (the “ Base Salary ”), payable in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed by the Compensation Committee of the Board of Parent no less often than once each calendar year and may be increased, but not decreased, based on such a review.

           (b) Executive shall be eligible to receive, in addition to the Base Salary described above, an annual bonus payment (a “ Performance Bonus ”) to be determined by December 31 of each calendar year during the Service Period, or as soon thereafter as practicable, but in no event later than March 15 of the subsequent calendar year; which Performance Bonus payment (if any), shall be determined as follows:

               (i) With respect to the portion of calendar year 2006 prior to the Appointment Date, Executive shall be eligible to receive a Performance Bonus in an amount up to One Hundred Sixty-Six Thousand Dollars ($166,000), which amount shall be prorated to reflect the portion of the calendar year between January 1 and the Appointment Date. The Performance Bonus payment determined pursuant to this paragraph (i), if any, shall be determined in the discretion of the President and CEO of the LIN Companies and the Compensation Committee of the Board of Parent (the “ Compensation Committee ”) based upon those bonus criteria established with respect to Executive’s performance and goals prior to the Appointment Date.

               (ii) With respect to the portion of calendar year 2006 beginning on the Appointment Date and ending on December 31, 2006, Executive shall be eligible to receive a Performance Bonus in an amount up to One Hundred Seventy Five Thousand Dollars ($175,000) (the “ Performance Bonus Amount ”), which Performance Bonus Amount shall be prorated to reflect the portion of the calendar year beginning on the Appointment Date and ending on December 31, 2006. The bonus payment determined pursuant to this paragraph (ii), if any, shall be determined in the discretion of the President and CEO of the LIN Companies and the Compensation Committee based upon those bonus criteria established with respect to Executive’s performance and goals prior to the Appointment Date.

               (iii) With respect to each calendar year during the Service Period beginning on January 1, 2007, if applicable, Executive shall be eligible to receive a Performance Bonus as follows:

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                    (A) Executive shall be eligible to receive a bonus payment in an amount up to 25% of the Performance Bonus Amount, which bonus payment, if any, shall be determined in the sole discretion of the President and CEO of the LIN Companies and the Compensation Committee, based upon such factors as each may determine to be relevant, which may include the performance of the LIN Companies and Executive, general business conditions, and the relative achievement by Executive or the LIN Companies of any goals established by the President and CEO, the Board of Parent or the Compensation Committee.

                    (B) Executive shall be eligible to receive a bonus payment calculated as set forth in this paragraph (B) using a baseline bonus amount equal to seventy-five percent (75%) of the Performance Bonus Amount (the “ Results Bonus Base Amount ”). The amount of the bonus awarded to Executive, if any, under this paragraph (B) (the “ Results Bonus ”) shall be an amount calculated as a percentage of the Results Bonus Base Amount (the “ Results Bonus Percentage ”). The Results Bonus Percentage shall be the percentage set forth on Schedule 5(b)(iii) hereto that corresponds to the respective percentages by which Parent has achieved the digital media revenue targets established by the Board of Parent for the applicable year, as determined by the Compensation Committee of the Board of Parent (the “ Budget Target ”). The provisions of Schedule 5(b)(iii) shall be reviewed by the parties on an annual basis during the annual budget review process during the Service Period. The parties shall cooperate in good faith when revising Schedule 5(b)(iii) for future years during the Service Period.

      6.  Benefits and Expenses. Executive shall receive from the Company such other benefits as may be granted to senior management of the Company generally, including health, dental, life and disability insurance and vacation benefits. In addition, Executive shall be provided with an automobile allowance in accordance with the Company’s then-current plan. The Company shall reimburse Executive for all reasonable travel, entertainment and other expenses which Executive may incur in regard to the business of Company or Parent, in accordance with and subject to the limitations of the Company’s standard practices and policies and Executive’s presentation of such documents and records as Company shall require to substantiate such expenses.

7. Incentive Equity.

           (a) The parties acknowledge that as of the Appointment Date, Parent granted to Executive an option (the “ Option Grant ”) to purchase sixty thousand (200,000) shares of Parent’s Class A Common Stock, par value $0.01 per share pursuant to the terms and subject to the conditions of the LIN TV Corp. Amended and Restated 2002 Stock Plan (the “ Option Plan ”) and as further evidenced by that certain Nonqualified Stock Option Letter Agreement, dated September 6, 2006, by and between Parent and Executive (the “Option Agreement ”). The Option Grant shall be on the terms and conditions of the Option Plan and the Option Agreement; provided, however, that ( i ) for purposes of the Option Grant, and notwithstanding anything to the contrary contained in the Option Agreement, the term “Cause” shall have the meaning ascribed to such term in this Agreement; and ( ii ) in the event of a Change in Control (as hereinafter defined in Section 24) (and notwithstanding the definition of such term in the Option Agreement) the vesting of the Option Grant shall accelerate and shall be deemed fully vested as of such Change in Control. For the avoidance of doubt, the vesting of the Option

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Grant shall not accelerate in the event of any termination of this Agreement, including upon a termination Without Cause or with Good Reason; provided, however, that if Executive is able to demonstrate that (i) Executive was terminated by the LIN Companies Without Cause in anticipation of a Change in Control and (ii) such anticipated Change in Control occurs, then Executive will be deemed for purposes of the Option Grant, to have remained employed through the consummation of the Change in Control, and the vesting of the Option Grant shall accelerate as described in the preceding sentence.

           (b) With respect to all stock options and stock awards granted to Executive prior to the Appointment Date under the 1998 Stock Option Plan, the 1998 Substitute Stock Option Plan, the 1998 Phantom Stock Plan, and the Amended and Restated 2002 Stock Plan of LIN TV (collectively, the “Prior Options and Awards”) which are not otherwise exercisable or vested upon a Change in Control (as hereinafter defined in Section 24 and notwithstanding any conflicting definition of Change in Control), the vesting of each such Prior Option and Award shall accelerate and shall be deemed fully vested as of such Change in Control.

      8.  Termination. This Agreement and the employment of Executive hereunder may be terminated as follows:

           (a) By the LIN Companies for “Cause.” Subject to such other terms of this Agreement, the LIN Companies may terminate this Agreement and the employment of Executive hereunder for “ Cause ” by action of the Board of Parent if the Executive:

               (i) has been convicted of, or entered a pleading of guilty or nolo contendre (or its equivalent in the applicable jurisdiction) to any criminal offense (whether or not in connection with the performance by Executive of Executive’s obligations and duties under this Agreement), excluding offenses under road traffic laws, or misdemeanor offenses, that are subject only to a fine or non-custodial penalty;

               (ii) has committed an act or omission involving dishonesty or fraud;

               (iii) has willfully refused or willfully failed to perform her obligations and duties under this Agreement or the duties properly assigned to her in accordance with the terms and conditions of this Agreement, and Executive has the physical capacity to perform such obligations or duties; or

               (iv) has engaged in gross negligence or willful misconduct with respect to any of the LIN Companies or any of their affiliates or subsidiaries.

           (b) By the LIN Companies “Without Cause.” The LIN Companies may terminate this Agreement and the employment of Executive hereunder at any time, in Parent’s sole discretion, for any reason whatsoever or for no reason, which termination shall constitute a termination “ Without Cause .”

           (c) By Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder in the event of any of the following (each of

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which shall constitute “ Good Reason ”) and the LIN Companies shall have failed to have reasonably remedied such condition within thirty (30) days following receipt of the Good Reason Notice (as defined below):

               (i) Executive’s Base Salary or Performance Bonus Amount is reduced below the higher of ( A ) the amount of Base Salary or Performance Bonus Amount (other than pursuant to Section 5(b)(i)) in effect immediately prior to a Change in Control or ( B ) the highest amount of Base Salary or Performance Bonus Amount in effect at any time thereafter;

               (ii) ( A ) any failure by the Company to continue in effect or provide plans or arrangements pursuant to which the Executive will be entitled to receive grants relating to the securities of Parent (including, without limitation), stock options, stock appreciation rights, restricted stock or other equity based awards) of the same type as the Executive was participating in immediately prior to the Change in Control (hereinafter referred to as “ Securities Plans ”) or providing substitutes for such Securities Plans which in the aggregate provide substantially similar economic benefits or ( B ) the taking of any action by the Company which would adversely effect the Executive’s participation in, or benefits under, any such Securities Plan or its substitute if in the aggregate Executive is not provided substantially similar economic benefits; provided, however, that for these purposes any determination of whether Good Reason exists under clauses (A) or (B) of this paragraph (ii) because Executive is or is not provided substantially similar economic benefits in the aggregate will be made with due consideration given to such Executive’s Base Salary, other cash compensation (if any) and other equity-based incentive programs to which Executive is also entitled to receive, and not solely on the basis of whether Executive is or is not entitled or eligible to receive equity based incentive compensation;

               (iii) Executive’s duties, authority and responsibilities or, in the aggregate, the program of retirement and welfare benefits offered to Executive, are materially and adversely diminished, in comparison to the duties, authority, and responsibilities or the program of benefits, in the aggregate, enjoyed by Executive as of ( A ) the time immediately prior to a Change in Control or ( B ) if prior to a Change in Control, as of the date of this Agreement, or Executive is demoted from the position that Executive held as of ( Y ) the time immediately prior to such Change in Control or ( Z ) if prior to a Change in Control, as of the date of this Agreement; provided, however, that if, subsequent to a Change in Control, the Executive maintains the same duties, authority and responsibility that Executive held prior to such Change in Control, the requirement that the Executive report to officers or the board of parent companies shall not of itself constitute “Good Reason” unless such officers or board take actions that materially and adversely interfere with the business decisions of Executive with respect to those business matters otherwise subject to Executive’s duties, authority and responsibilities;

               (iv) Executive is required to be based at a location more than 50 miles from the location where Executive was based and performed services on the Appointment Date, or if Executive is required to substantially increase Executive’s business travel obligations;

provided that Executive shall give notice in writing within 90 days after Executive has knowledge of the event forming the basis of Good Reason, which notice shall set forth the

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particulars of such event and the reason why she believes in good faith that Good Reason exists (the “ Good Reason Notice ”).

           (d) By Executive Without Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder at any time, for any reason, upon giving to the LIN Companies thirty (30) days’ written notice of termination of this Agreement and Executive’s employment hereunder pursuant to this Section 8(d) (“ Notice of Resignation ”), during which notice period Executive’s employment and performance of services will continue; provided, however, that Parent may, upon notice to Executive and without reducing Executive’s compensation during such period, excuse Executive from any or all of Executive’s duties during such period. The effective date of the termination of Executive’s employment hereunder shall be the date specified in the Notice of Resignation delivered in accordance with this Section 8(d).

           (e) Automatic Termination Upon Death or Disability. This Agreement and Executive’s employment hereunder shall terminate automatically upon the death or “total disability” of Executive. The term “ total disability ” as used herein shall mean Executive’s inability, with or without reasonable accommodations, to perform the duties of Executive contemplated by Section 3 hereof for a period of, or periods aggregating, six (6) months in any twelve (12) month period as a result of physical or mental illness, loss of legal capacity or any other cause beyond Executive’s control, unless Executive is granted a leave of absence by the Board of Parent. All determinations as to whether Executive has suffered total disability due to physical or mental illness, loss of capacity or any other medical cause shall be made by a physician who is mutually agreed upon by Executive and a majority of the members of the Nominating and Corporate Governance Committees of the Board of Parent. Executive and the LIN Companies hereby acknowledge that Executive’s ability to perform the duties set forth in Section 3 hereof is of the essence of this Agreement. Termination under this Section 8(e) shall be deemed to be effective ( i ) as of the time of Executive’s death or ( ii ) immediately upon determination of Executive’s total disability, as defined above, by a physician mutually agreeable to Executive and the Board of Parent.

      9.  Severance for Termination Without Cause or Resignation With Good Reason .

           (a) Initial Three-Year Transition Period. Subject to the terms and conditions of this Sections 9(c) and (d) set forth below, solely in the event that this Agreement and Executive’s employment hereunder is terminated during the three-year period ending on the third anniversary of the Appointment Date (the “ Transition Period ”) ( y ) by the LIN Companies Without Cause pursuant to the terms and subject to the conditions of Section 8(b) hereof; or ( z ) by Executive with Good Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof, then:

               (i) The Company shall pay to Executive an amount calculated in accordance with Exhibit 9(a)(i) hereto (the “ Transition Severance Amount ”), as adjusted pursuant to the “work down” formula set forth in Section 9(a)(ii) below, to be paid in a lump sum, subject to Section 9(d) hereof.

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               (ii) The Transition Severance Amount shall be reduced pro rata for each day of Executive’s employment hereunder during the Transition Period, provided that in no event shall the reduction exceed seven hundred thirty (730) days or a reduction of two-thirds. By way of illustration and not of limitation or modification of the foregoing:

 

(A)

 

If Executive is terminated without Cause or resigns for Good Reason on the date one year after the Appointment Date, Executive will be entitled to receive the Transition Severance Amount reduced by one-third; if Executive is terminated without Cause or resigns for Good Reason on the date two years after the Appointment Date, Executive will be entitled to receive the Transition Severance Amount reduced by two-thirds;

 

 

 

 

 

(B)

 

If Executive is terminated without Cause or resigns for Good Reason on the date two and one-half years (or 913 days) after the Appointment Date, Executive will receive the Transition Severance Amount reduced by two-thirds because the pro rata adjustment is capped at 730 days.

               (iii) The Company shall provide Executive for a period commencing on the effective date of termination and ending on the earlier of the third anniversary of such date of termination or the Executive’s death (the “ Transition Benefits Period ”) (subject to reduction as set forth in the provision at the end of this paragraph), life, health, disability and accident insurance benefits and the package of “Executive benefits” substantially similar, individually and in the aggregate, to those which the Executive was receiving immediately prior to the effective termination, or immediately prior to a Change in Control, if greater, including without limitation, transfer of title of a company automobile, medical, dental, vision, life and pension benefits, as if Executive were continuing as an employee of the Company during the Transition Benefits Period, provided, however, that with respect to the provision of insurance benefits during the Transition Benefits Period, Executive shall be obligated to continue to pay that proportion of premiums paid by the Executive immediately prior to such termination or Change in Control, as applicable. The Company shall apply the statutory health care continuation coverage (“ COBRA ”) provisions as if the Executive


 
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