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EMPLOYMENT AGREEMENT OF DAVID J. BARRETT HEARST-ARGYLE TELEVISION, INC.

Employee Retention Agreement

EMPLOYMENT AGREEMENT OF DAVID J. BARRETT HEARST-ARGYLE TELEVISION, INC. | Document Parties: HEARST ARGYLE TELEVISION INC You are currently viewing:
This Employee Retention Agreement involves

HEARST ARGYLE TELEVISION INC

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Title: EMPLOYMENT AGREEMENT OF DAVID J. BARRETT HEARST-ARGYLE TELEVISION, INC.
Governing Law: New York     Date: 2/27/2009
Industry: Broadcasting and Cable TV     Sector: Services

EMPLOYMENT AGREEMENT OF DAVID J. BARRETT HEARST-ARGYLE TELEVISION, INC., Parties: hearst argyle television inc
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Exhibit 10.19

EMPLOYMENT AGREEMENT OF DAVID J. BARRETT

HEARST-ARGYLE TELEVISION, INC.
300 West 57 th  Street
New York, NY 10019

As of January 1, 2009                                                           

David J. Barrett
[ADDRESS ON FILE]

Dear David:

        This letter constitutes all of the terms of the Employment Agreement between you and Hearst-Argyle Television, Inc. ("Hearst-Argyle"). It is subject to the approval of the Board of Directors of Hearst-Argyle. The terms are as follows:

        1.     Legal Name of Employee:     David J. Barrett

        2.     Mailing Address of Employee:     [ADDRESS ON FILE]

        3.     Title of Position:     President and Chief Executive Officer

        You agree to carry out the duties performed by the President and Chief Executive Officer of Hearst-Argyle consistent with past practices and such other duties as may be assigned to you by the Board of Directors of Hearst-Argyle.

        4.     Length of Employment.     The term of this Agreement will start on January 1, 2009 and continue through December 31, 2010 (the "Term"). During December, 2009, Hearst-Argyle will consider and discuss with you, a one-year extension of the Term (through December 31, 2011) with compensation and other terms and conditions for the extension period to be mutually agreed upon.

        5.     Salary.     You will receive an annual base salary for all services to Hearst-Argyle as follows:

        a)    $1,125,000 for the period from January 1, 2009 through December 31, 2009; and

        b)    $1,125,000 for the period from January 1, 2010 through December 31, 2010, provided however that, during December, 2009 Hearst-Argyle will consider and discuss with you an increase to your annual base salary for calendar year 2010.

        The salary will be paid according to Hearst-Argyle's payroll practices, but not less frequently than twice a month. You acknowledge that this Agreement does not create a contractual right to overtime payments.

        In addition it is understood that you are eligible to receive a bonus up to an amount equal to: (x) 110% of your base salary with respect to calendar year 2009; and (y) 110% of your base salary with respect to calendar year 2010. The criteria for the bonus will be set by the subcommittee of the Compensation Committee of the Board of Directors of Hearst-Argyle, at its sole discretion.

        The bonus is payable only for as long as you work for Hearst-Argyle, and will be payable only at the end of a complete bonus cycle and is not proratable, except in the event of your death, when it will be proratable.

        In determining the amount of your bonus, the books and records of Hearst-Argyle are absolute and final and not open to dispute by you. Hearst-Argyle will pay any bonus due you by March 15 of the year following the year for which the bonus is applicable.

        In addition to the foregoing compensation, effective January 1, 2009 and for the remainder of the Term, Hearst-Argyle will also provide you with certain other benefits which shall include the following items: an automobile allowance or reimbursement, executive life insurance, club membership allowance or reimbursement, Supplemental Retirement Plan (SERP) benefits, executive medical benefits and such


 

other benefits offered or provided to other executive officers of Hearst-Argyle. Such benefits shall not be less than the benefits provided to you with respect to such items as of the effective date of this Agreement. Notwithstanding the foregoing, the benefits paid to you pursuant to this Paragraph (to the extent applicable to you at the time of payment) will be paid in accordance with the Hearst-Argyle Bonus and Reimbursement Policy attached hereto as Exhibit A , as may be amended from time to time.

        6.     Exclusive Services.     During the Term, you agree that you will work only for Hearst-Argyle, and will not render services or give business advice, paid or otherwise, to anyone else, without getting Hearst-Argyle's written approval. However, you may participate as a member of the board of directors of other organizations and in charitable and community organizations, but only if such activities do not conflict or interfere with your work for Hearst-Argyle, and if such work is approved in advance by Hearst-Argyle, which approval will not be unreasonably withheld. You acknowledge that your services will be unique, special and original and will be financially and competitively valuable to Hearst-Argyle, and that your violation of this paragraph will cause Hearst-Argyle irreparable harm for which money damages alone would not adequately compensate Hearst-Argyle. Accordingly, you acknowledge that if you violate this paragraph, Hearst-Argyle has the right to apply for and obtain injunctive relief to stop such violation (without the posting of any bond, and you hereby waive any bond-posting requirements in connection with injunctive relief), in addition to any other appropriate rights and remedies it might lawfully have.

        7.     No Conflicts.     You represent that there is no reason why you cannot make this Agreement with Hearst-Argyle, including, but not limited to, being obligated to another employer by express or implied contract (written or oral) or otherwise. You also agree that you will not, during your employment with Hearst-Argyle, enter into any understandings or agreements that will violate or conflict with this Agreement or your obligations hereunder.

        8.     Termination of Employment.     

        (a)   Hearst-Argyle has the right to end this Agreement:

        1)    Upon your death; or

        2)    For any of the following: (i) your indictment for a felony; (ii) your inability (with or without reasonable accommodations) or failure to carry out, or neglect or misconduct in the performance of, your duties hereunder or a breach of this Agreement; (iii) your failure to comply with applicable laws with respect to the conduct of Hearst-Argyle's business; (iv) theft, fraud or embezzlement resulting in gain or personal enrichment, directly or indirectly, to you at Hearst-Argyle's expense; (v) addiction to an illegal drug or controlled substance; (vi) conduct or involvement in a situation that brings, or may bring, you into public disrespect, tends to offend the community or any group thereof, or embarrasses or reflects unfavorably on Hearst-Argyle's reputation; or (vii) your failure to comply with the reasonable directions of the Board of Directors of Hearst-Argyle.

        (b)   This Agreement may be terminated (i) by Hearst-Argyle or its successor without cause or (ii) by you within 60 days of a Change in Control (as defined below) (or, notwithstanding Paragraph 8(a)(i), by you or your legal representative within such 60-day period, if you die while still employed), provided that, in the case of either clauses (i) o


 
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