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 Company’s 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
Executive’s duties hereunder.
2. Term of Employment. Unless
terminated earlier as provided in Paragraph 3, the Company’s
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
party’s intent not to renew the term of employment under this
Agreement as of the end of the then current term.
3. Termination. The Company’s
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. Executive’s death,
in which case Executive’s employment will terminate on the
date of death;
(b) Disability. If Executive’s
illness, physical or mental disability or other incapacity results
in Executive’s inability to perform, with or without
reasonable accommodation (as defined under the Americans with
Disabilities Act), Executive’s 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 Executive’s duties hereunder on a full-time
basis, then the Company may terminate Executive’s 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
Executive’s 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 Executive’s 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 Executive’s
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
Executive’s employment affect the rights and obligations of
the parties set forth in this Agreement, except as expressly set
forth herein. Any termination of Executive’s 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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Base Salary
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From June 1, 2008 through May 31,
2009
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$
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340,000
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From June 1, 2009 through May 31,
2010
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$
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350,000
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From June 1, 2010 through May 31,
2011
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$
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360,000
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From June 1, 2011 through May 31,
2012
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$
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370,000
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After June 1, 2012
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$
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380,000
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(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 Company’s 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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$
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170,000
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After the 2009 fiscal year
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$
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175,000
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After the 2010 fiscal year
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$
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180,000
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After the 2011 fiscal year
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$
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185,000
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After the 2012 fiscal year
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$
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190,000
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After the 2012 fiscal year and each
subsequent fiscal year $190,000
(c) Payment. Executive’s Base
Salary will be paid ratably during each 12-month period under this
Agreement on a basis consistent with other Company executives. The
Bonus provided in Paragraph 4(b), if granted by the CEO with the
approval of the Compensation Committee, will be paid in a single
payment within thirty (30) days after the independent
certified public accountants regularly employed by the Company have
made available to the Company the Company’s audited financial
statements for the appropriate fiscal year. All payments under this
Agreement will be subject to withholding or deduction by reason of
the Federal Insurance Contribution Act, as amended, federal income
tax, state income tax and all other applicable laws and
regulations.
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5. Fringe Benefits.
(a) During the term of this
Agreement, Executive will be entitled to receive, at the
Company’s expense, other insurance coverage and paid vacation
(initially three weeks per year) as described in the
Company’s employee handbook.
(b) During the term of this
Agreement, the Company will reimburse Executive for all approved
business expenses which Executive incurs on the Company’s
behalf, upon p