EMPLOYMENT AGREEMENT OF FRANK BIANCUZZO HEARST-ARGYLE TELEVISION, INC.Employee Retention Agreement |
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EMPLOYMENT AGREEMENT OF FRANK BIANCUZZO HEARST-ARGYLE
TELEVISION, INC. As of January 1, 2009 Frank
C. Biancuzzo Dear Frank: This letter constitutes all of the terms of the Employment Agreement (the "Agreement") between you and Hearst-Argyle Television, Inc. ("Hearst-Argyle"). The terms are as follows: 1. Legal Name of Employee: Frank C. Biancuzzo 2. Mailing Address of Employee: [ADDRESS ON FILE] 3. Title of Position; Duties: Senior Vice President You agree to carry out the duties assigned to you by the senior executives of Hearst-Argyle. You agree that Hearst-Argyle has the right to assign you to other duties consistent with those of other executives of your level. 4. Length of Employment. This Agreement and your employment will start on January 1, 2009 and continue through December 31, 2010 (the "Term"), unless terminated earlier as provided in this Agreement. You agree that Hearst-Argyle has the right to terminate your employment and this Agreement in accordance with Paragraph 8 below. You also understand and agree that this Agreement may be extended after its expiration date by mutual agreement pursuant to Paragraph 13, and in such case the notice provision of Paragraph 13 for termination will apply. 5. Salary. You will receive an annual base salary for all services to Hearst-Argyle as follows: a) $ 500,000 per year from January 1, 2009 through December 31, 2009; and b) $ 510,000 per year from January 1, 2010 through December 31, 2010. The salary is subject to applicable withholdings and 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 any overtime payments. In addition it is understood that you are eligible to receive a bonus up to a maximum of 75% of your base salary. The criteria for the bonus will be set by the Compensation Committee of the Board of Directors or the President and CEO of Hearst-Argyle, at its or his 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. You acknowledge and agree that any reimbursable amounts not otherwise exempt from Section 409A to which you become entitled during the Term of this Agreement will be payable in accordance with the Hearst-Argyle Bonus and Reimbursement Policy, a copy of which you acknowledge having received, as such Policy 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 prior 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 Conflict. 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. Hearst-Argyle has the right to terminate your employment and end this Agreement: a) Upon your death; or b) 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 |
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