EXECUTIVE EMPLOYMENT AGREEMENTEmployee Retention Agreement |
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NEXSTAR BROADCASTING GROUP INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the Agreement) is made as of May 29, 2008 by and between Timothy Busch (Executive), and Nexstar Broadcasting Group Inc., a Delaware corporation (the Company).
The Company desires to retain the services of Executive as Executive Vice President and Co-Chief Operating Officer, and Executive desires to be employed by the Company in such capacity on the terms and conditions set forth in this Agreement.
In consideration of the mutual promises set forth herein and the mutual benefits to be derived from this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Positions and Duties. Subject to the terms and conditions of this Agreement, during the term of this Agreement (which will commence on June 1, 2008), the Company will employ Executive. Effective on and as of June 1, 2008, Executive will serve as Executive Vice President and Co-Chief Operating Officer. In such position, Executive will perform such duties of a managerial nature as are assigned to him from time to time by the Companys chief executive officer (the CEO) and/or its board of directors (the Board). Executive will devote his best efforts to his employment with the Company and will devote substantially all of his business time and attention to the performance of his duties under this Agreement; provided that the foregoing will not preclude Executive from devoting reasonable time to the supervision of his personal investments, civic and charitable affairs, so long as such activities do not materially interfere with the performance of Executives duties hereunder.
2. Term of Employment. Unless terminated earlier as provided in Paragraph 3, the Companys employment of Executive under this Agreement will continue until May 31, 2013, provided, however, that the term of employment under this Agreement will be automatically renewed for successive one-year periods (the first of which will commence on May 31, 2013) unless, at least ninety (90) days prior to the end of the then current term of employment under this Agreement, Executive or the Company gives written notice to the other of the notifying partys intent not to renew the term of employment under this Agreement as of the end of the then current term.
3. Termination. The Companys employment of Executive under this Agreement will terminate prior to the end of the term specified in Paragraph 2 only under the following circumstances:
(a) Death. Executives death, in which case Executives employment will terminate on the date of death;
(b) Disability. If Executives illness, physical or mental disability or other incapacity results in Executives inability to perform, with or without reasonable accommodation (as defined under the Americans with Disabilities Act), Executives duties under this Agreement for any period of six (6) consecutive months, and within thirty (30) days after written notice of termination is given by the Company to Executive (which may occur before or after the end of such six-month period), Executive does not return to the performance of Executives duties hereunder on a full-time basis, then the Company may terminate Executives employment hereunder effective on or after the later of (i) the expiration of such six (6) month period or (ii) the thirty-first (31st) day after written notice of termination is given by the Company;
(c) Consolidation, Merger or Comparable Transaction. In the event that the Company consolidates with or merges with and into any other person, effects a share exchange, enters into a comparable capital transaction or has any or all of its equity securities sold to one or more third parties, in each case such that a person (other than an affiliate of ABRY Partners, LLC (ABRY)) becomes the beneficial owner of a majority of the voting power represented by the securities of the Company (treating any such person and the affiliates of such person as being one and the same person), or if the Company sells all or substantially all of its consolidated assets, then Executives employment may, by written notice of termination, be terminated by the Company or Executive simultaneously with the consummation of such consolidation, merger, share exchange, asset sale, stock sale or comparable transaction;
(d) Termination by the Company for Cause. The Company may terminate Executives employment at any time for Cause (as defined herein), such termination to be effective as of the date stated in a written notice of termination delivered by the CEO to Executive. Any termination pursuant to this Paragraph 3(d) will not also be deemed to be a termination pursuant to Paragraph 3(e). For the purposes of this Agreement, Cause is defined to mean any of the following activities by Executive: (i) the conviction of Executive for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform duties which are reasonably directed by the CEO or the Board and which are consistent with the terms of this Agreement and the position specified in Paragraph 1; (iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other material breach by Executive of a material provision of this Agreement, which is not cured within thirty (30) days after written notice thereof to Executive;
(e) Termination by the Company Other Than for Cause. The Company may terminate Executives employment for any reason or for no reason upon thirty (30) days prior written notice to Executive, subject to payment of the termination payments specified in Paragraph 6. Such termination will be effective as of the date stated in a written notice of termination delivered by the CEO to Executive;
(f) Termination by Executive With Good Reason. Executive may terminate his employment hereunder at any time for Good Reason (as defined herein), such termination to be effective as of the date stated in a written notice of termination delivered by Executive to the Company (or such earlier date after the delivery of such notice as the Company may elect). For purposes of this Agreement, Good Reason will mean (i) a material reduction in the duties or position of Executive, or (ii) a material breach by the Company of a material provision of this Agreement which adversely affects Executive and which has not been cured by the breaching entity within thirty (30) days after Executive gives written notice of noncompliance to the Company;
(g) Termination by Executive Without Good Reason. Executive may terminate his employment hereunder for any reason or for no reason upon thirty (30) days prior written notice to the Company. Such termination will be effective as of the date stated in a written notice of termination delivered by Executive to the Company (or such earlier date after the delivery of such notice as the Company may elect); or
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(h) Retirement. The Company may require Executive to retire upon attaining age 65 if such action does not violate applicable law; such action will not be treated as a termination by the Company pursuant to Paragraph 3(d) or 3(e).
In no event will the termination of Executives employment affect the rights and obligations of the parties set forth in this Agreement, except as expressly set forth herein. Any termination of Executives employment pursuant to this Paragraph 3 will be deemed to include a resignation by Executive of all positions with the Company, the LCC and each of their respective subsidiaries and affiliates.
4. Compensation.
(a) Base Salary. During the term of this Agreement, Executive will be entitled to receive a base salary (Base Salary) at the annual rate specified below:
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Period |
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Base Salary |
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From June 1, 2008 through May 31, 2009 |
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$ |
340,000 |
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From June 1, 2009 through May 31, 2010 |
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$ |
350,000 |
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From June 1, 2010 through May 31, 2011 |
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$ |
360,000 |
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From June 1, 2011 through May 31, 2012 |
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$ |
370,000 |
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After June 1, 2012 |
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$ |
380,000 |
(b) Bonus. After the end of each Company fiscal year during the term of this Agreement, Executive will be entitled to receive an annual bonus (the Bonus), in an amount, if any, up to the amount specified below (or in excess of such amount, as the CEO, with the approval of the Compensation Committee of the Companys board of directors (the Compensation Committee), may determine is appropriate), pro-rated for any partial fiscal year during which Executive is employed by the Company pursuant to this Agreement, to be determined by the CEO, with the approval of the Compensation Committee, based on, among other things, whether the Company achieved the budgeted revenue and profit goals for such fiscal year:
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After the 2008 fiscal year |
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$ |
170,000 |
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After the 2009 fiscal year |
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$ |
175,000 |
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After the 2010 fiscal year |






