Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement (“Agreement”) is made and
entered into as of July 1, 2005 by and among LIN TV Corp., a
Delaware corporation and LIN Television Corporation, a Delaware
corporation (collectively “LIN TV”), and Gary R.
Chapman (“Executive”).
W I T N E S
S E T H :
WHEREAS, Executive
and LIN TV are parties to that certain Employment Agreement dated
as of January 1, 2002 ( the “Original Agreement”);
and
WHEREAS, the
parties desire to amend and restate in its entirety the Original
Agreement on the terms and conditions set forth in this
Agreement;
WHEREAS, LIN TV
desires to continue to retain the services of Executive and
Executive is willing to provide services to LIN TV upon the terms
and conditions set forth herein; and
WHEREAS, LIN TV
and Executive are parties to that certain Severance Compensation
Agreement, dated September 5, 1996, as amended (including,
without limitation, as amended by that certain Fourth Amendment to
Severance Compensation Agreement, dated as of the date hereof (as
amended, the “Severance Agreement”), certain terms of
which are incorporated by reference herein;
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, LIN TV and Executive hereby agree as
follows:
1. EMPLOYMENT; BOARD OF
DIRECTORS SEAT
LIN
TV will employ Executive and Executive will accept employment by
LIN TV as its Chairman, President and Chief Executive Officer.
Executive will have the authority, subject to LIN TV’s
Certificate of Incorporation and By-Laws, as may be granted from
time to time by the Board of Directors of LIN TV (the
“Board”) and as otherwise is inherent in such
positions. LIN TV will, at every election for the Board while
Executive is employed by LIN TV as Chairman, President and Chief
Executive Officer, use its best efforts to have Executive nominated
for a seat on the Board as a member of the management
slate.
2. ATTENTION AND
EFFORT
Executive will
devote substantially all of his productive time, ability, attention
and effort to LIN TV’s business and will skillfully serve its
interests during the term of this Agreement. Notwithstanding the
foregoing, Executive may participate in civic and charitable
activities and may serve on other corporate boards of
directors.
3. EFFECTIVENESS;
TERM
This Agreement
shall become effective upon January 1, 2002. Unless otherwise
terminated pursuant to paragraph 7 hereof, Executive’s term
of employment under this Agreement shall expire on
December 31, 2007; provided, however, that this Agreement
shall automatically renew for a period of one (1) year
commencing on January 1, 2008 and on each subsequent
anniversary thereof unless either party shall have given the other
written notice, not less than sixty (60) days prior to the
termination date (“Notice of Nonrenewal”), of such
party’s desire that this Agreement not be renewed.
4. COMPENSATION
During the term of
this Agreement, LIN TV agrees to pay or cause to be paid to
Executive, and Executive agrees to accept in exchange for the
services rendered hereunder by him, the following
compensation:
4.1 Base Salary
Executive’s
compensation shall consist, in part, of an annual salary to be
established by the non-management members of the Board (the
“Compensation Committee”) by January 1 of each year,
which annual salary shall be no less than Eight Hundred Thousand
Dollars ($800,000) before all customary payroll deductions. Such
annual salary shall be paid in substantially equal installments and
at the same intervals as other officers of LIN TV are paid. The
Compensation Committee shall determine any increases in the amount
of the annual salary in future years. Executive’s base
salary, as it may be increased, may not thereafter be
reduced.
4.2 Bonus
Executive shall be
entitled to receive, in addition to the annual salary described
above, an annual bonus to be awarded by December 31 of each
year, or as soon thereafter as practicable. The amount of the bonus
shall be determined as set forth on Schedule 4.2 attached
hereto and incorporated herein by reference.
5. BENEFITS
During the term of
this Agreement, Executive will be entitled to participate, subject
to and in accordance with applicable eligibility requirements, in
fringe benefit programs as shall be provided from time to time by,
to the extent required, action of the Board (or any person or
committee appointed by the Board to determine fringe benefit
programs). In addition, LIN TV shall adopt or implement such plans
or arrangements, supplemental or otherwise, as are necessary to
provide to Executive the same aggregate level of benefits based on
his service throughout the term of this Agreement as he would
receive pursuant to the LIN TV Retirement Plan or any similar plans
that may be adopted by LIN TV in the future regardless of any
otherwise applicable limitations on benefits, whether based on
Executive’s salary level or other measures, and regardless of
any subsequent termination of any such plans.
6. OPTION GRANT
Executive has been
granted nonqualified stock options to purchase shares of LIN TV
stock, under the 1998 Stock Option Plan, 1998 Substitute Stock
Option Plan, the 1998 Phantom Stock Plan and the Amended and
Restated 2002 Stock Plan subject to the terms and conditions of the
such Plans, the corresponding grants to Executive, and the
Severance Agreement (collectively, the
“Options”).
7. TERMINATION
Employment of
Executive pursuant to this Agreement may be terminated as follows,
but in any case, the provisions of paragraph 9 hereof shall survive
the termination of this Agreement and the termination of
Executive’s employment hereunder:
7.1 By Either Party
Either party may
terminate the employment of Executive through termination of this
Agreement pursuant to Notice of Nonrenewal delivered in accordance
with Paragraph 3. Termination in this manner shall not
constitute termination with or without Cause or Good Reason (each
as defined below).
7.2 By LIN TV
With or without
Cause, LIN TV may terminate the employment of Executive at any time
during the term of employment upon giving Notice of Termination (as
defined below).
7.3 By Executive
Executive may
terminate his employment at any time, for any reason, upon giving
Notice of Termination.
7.4 Automatic Termination
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 set forth in paragraph 1
hereof for a period 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. 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 the
Compensation Committee. Executive and LIN TV hereby acknowledge
that Executive’s ability to perform the duties specified in
paragraph 1 hereof is of the essence of this Agreement. Termination
hereunder shall be deemed to be effective (a) at the end of
the calendar month in which Executive’s death occurs or
(b) immediately upon determination by the Board of
Executive’s total disability, as defined herein.
7.5 Notice
The
term “Notice of Termination” shall mean at least thirty
(30) days’ written notice of termination of
Executive’s employment, during which period Executive’s
employment and performance of services will continue; provided,
however, that LIN TV 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 Termination
delivered in accordance with this subparagraph 7.5.
8. TERMINATION
PAYMENTS
In
the event of termination of the employment of Executive, all
compensation and benefits set forth in this Agreement shall
terminate except as specifically provided in this paragraph
8:
8.1 Termination by LIN TV without Cause or by Executive with
Good Reason
(a) Except as
otherwise provided in Section 8.1(b) hereof, if LIN TV
terminates Executive’s employment without Cause prior to the
end of the term of this Agreement, or if Executive terminates his
employment with LIN TV within 90 days after Executive has
knowledge of the occurrence of an event constituting Good Reason,
Executive shall be
entitled to Severance
Compensation (as defined in the Severance Agreement) pursuant to
the terms and subject to the conditions of the Severance
Agreement.
(
b) Notwithstanding anything to the contrary contained in
Section 8.1(a) hereof or the Severance Agreement, if Executive
shall Compete (as defined below) with LIN TV within one year of the
Termination of Executive’s employment pursuant to
Executive’s termination by LIN TV without Cause or
termination by Executive with Good Reason, in either case (
i ) prior to the end of the term of this Agreement and (
ii ) prior to a Hicks Muse Change in Control, Executive
shall be entitled to receive, in lieu of the Severance Compensation
to which he would be entitled pursuant to the Severance Agreement,
termination payments equal to ( y ) one
(1) year’s Salary and an additional sum of eight hundred
thousand dollars ($800,000) in lieu of bonus, and ( z ) any
unpaid Salary that has accrued for services already performed as of
the date termination of Executive’s employment becomes
effective (collectively, the “Minimum Termination
Payments”); provided, however, that if Executive shall
Compete with LIN TV at any time following termination by Executive
with Good Reason prior to a Hicks Muse Change in Control, Executive
shall not be entitled to any further benefits under the Severance
Agreement from and after the point in time that Executive begins to
Compete with LIN TV.
8.2 Termination by LIN TV with Cause or by Executive without
Good Reason
In
the case of the termination of Executive’s employment by LIN
TV with Cause or by Executive without Good Reason, Executive shall
not be entitled to any payments hereunder, other than unpaid salary
that has accrued for services already performed as of the date the
termination of Executive’s employment becomes
effective.
8.3 Expiration of Term
In
the case of a termination of Executive’s employment as a
result of the expiration of the term of this Agreement as a result
of Notice of Nonrenewal, in addition to unpaid salary that has
accrued for services already performed as of the date the
termination of Executive’s employment becomes effective,
Executive shall be entitled to receive salary continuation payments
for a period of twelve (12) months following the expiration of
the term.
8.4 Termination Because of Death or Total
Disability
In
the event of a termination of Executive’s employment because
of his death or total disability, Executive or his personal
representative shall receive termination payments equal to six
months of Salary from the date of death or total
disability.
8.5 [Reserved.]
8.6 Option Acceleration
With respect to
all Options (as defined in the Severance Agreement) which are not
otherwise exercisable on the Date of Termination (as defined in the
Severance Agreement), such Options shall vest and shall be
exercisable subject to, and in accordance with, the terms of
Section 3(a)(iii) of the Severance Agreement.
8.7 Certain Defined Terms
The
terms “Hicks Muse Change in Contr
