Exhibit 10.2
2
Employment
Agreement
This Employment
Agreement (this “ Agreement ”), entered into as
of September 30, 2008, and made effective as of
September 10, 2008, 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 Robert
Richter , an individual residing in the state of Rhode Island
(the “ Executive ”).
RECITALS :
Whereas , on September 10,
2008 (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 Senior Vice President New Media of each
of the LIN Companies;
Whereas , each of Parent and
the Company desire that the Company employ Executive as Senior Vice
President New 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 Senior Vice President New 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 his full business-time
efforts, energies and skills to his 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 he
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 his 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 Three Hundred Thousand
Dollars ($300,000) (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 2008 prior to the
Appointment Date, Executive shall be eligible to receive a
Performance Bonus in an amount up to One Hundred Twenty-Five
Thousand Dollars ($125,000), 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 2008 beginning on the
Appointment Date and ending on December 31, 2008, Executive shall
be eligible to receive a Performance Bonus in an amount up to One
Hundred Fifty Thousand Dollars ($150,000) (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,
2008. 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, 2009, if applicable, Executive shall be eligible to
receive a Performance Bonus as follows:
(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 hereto that
corresponds to the percentage by which Parent has achieved the
internet 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 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 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. Intentionally
Omitted.
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 his 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 his obligations
and duties under this Agreement or the duties properly assigned to
him 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 his employment hereunder in the event
of any of the following (each of which shall constitute “
Good Reason ”) and the LIN Companies shall have failed
to have reasonably remedied such condition within thirty (30) days
following written notice from Executive setting forth in reasonable
detail the condition giving rise to such Good Reason:
(i) either
of the LIN Companies fails to perform its respective obligations or
breaches any of its covenants or warranties under this
Agreement;
(ii) the
relocation of Executive’s primary office to a location that
is more than thirty-five (35) miles from both of ( A ) the
Company’s headquarters in Rhode Island, unless such office is
moved closer to Executive’s primary residence at the time of
such relocation, and ( B ) Executive’s residence at
the time of such relocation; or
(iii) the
Board of Parent or the board of directors of the Company approves,
without Executive’s consent or for reasons other than those
set forth in Section 8(a), ( A ) a reduction in
Executive’s Base Salary or the Performance Bonus Amount, or (
B ) the assignment to Executive of any duties inconsistent
in any material respect with, or effect a material diminution of,
Executive’s duties, titles, offices, or responsibilities with
the Parent or the Company, or any demotion of Executive from, or
any failure to reelect or reappoint Executive to any of such
positions (except in connection with the termination of
Executive’s employment for disability or Cause or as a result
of Executive's death); provided, however, that with respect
to the foregoing clause (B) if subsequent to a Change in Control
(as hereinafter defined in Section 24), Executive maintains over
the business of the Company substantially the same authority and
responsibility with respect thereto that he held prior to such
Change in Control, the requirement that the Executive report to
officers or the board of parent companies, or a change in the title
of Executive, shall not of itself constitute “Good
Reason.”
(d)
By Executive Without Good Reason. Executive may
terminate this Agreement and his 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 his 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 Committee 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)
Subject
to the terms and conditions of this Section 9 set forth below,
solely in the event that this Agreement and Executive’s
employment hereunder is terminated ( 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 a severance payment (the “
Severance Payment ”) in an amount equal to the sum of
( A ) Executive’s Base Salary in effect at the time of
such termination and ( B ) the aggregate amount, if any, of
the Performance Bonus most recently awarded to Executive pursuant
to Section 5(b) prior to such termination; provided,
however, that if such termination occurs prior to the award of
Executive’s initial Performance Bonus under this Agreement
(or the determination that no such award shall be made), the
payment under this clause (B) shall be the maximum applicable
Performance Bonus that would otherwise be due had Executive
remained employed with the Company. The Severance
Payment shall be due and payable in twenty six (26) substantially
equal payments following such termination; provided,
however, that the payment of the portion of the Severance
Payment comprised of any Performance Bonus based upon the
determination of the achievement of certain results may be deferred
as necessary until the Compensation Committee has made the
necessary determinations.
(ii)
In addition, during the twelve-month period following a termination
giving rise to the Severance Payment, the Company shall continue to
pay the employer’s normal portion of the costs of
Executive’s health and dental insurance premiums in an amount
consistent with that paid on the date of termination, provided that
Executive chooses to participate in COBRA or a similar health
insurance continuation program and provides the Company with proof
of such participation. If Executive chooses to receive
COBRA coverage from the Company’s group health plans during
this twelve-month period, such coverage shall count toward the
maximum coverage period permitted under such plan.
(b)
The
payment of the Severance Payment and the provision of the benefits
described in this Section 9 are expressly contingent on
Executive’s execution of a standard severance and release
agreement containing only a release of any and all claims by him
against the LIN Companies and all predecessors, successors,
affiliates and subsidiaries thereof, except for claims relating to
(i) the Severance Payment and other post-employment payments and
benefits due pursuant to the terms and subject to the conditions of
this Agreement; (ii) claims for benefits under the employee
benefit plans of the LIN Companies in which Executive participates,
and (iii) claims for indemnification or insurance, if applicable,
arising following
