This Employment
Agreement (this “Agreement”), entered into as of
November 27, 2006, and made effective as of November 27,
2006 (the “Appointment Date”), 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 Bart Catalane,
an individual whose current residence is 33 Benson’s Point
Court, Stony Point, New York 10980 and who anticipates relocating
to the greater Providence, Rhode Island area (the
“Executive”).
Whereas, 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 Chief Financial
Officer of each of the LIN Companies, which appointment shall
become effective on the Appointment Date;
Whereas, each of
Parent and the Company desire that the Company employ Executive as
Senior Vice President Chief Financial Officer 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. For the avoidance of doubt,
Executive’s employment will be on a continuous basis unless
Executive’s employment is terminated pursuant to
Section 8 of this Agreement.
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3.
Position and Duties . During the Service Period, Executive
shall serve as the Senior Vice President Chief Financial Officer 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, which such
duties shall initially include direct reports in the
Controllership, Financial Planning and Budgeting, Tax, Information
Technology and Human Resources areas.
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. Subject to the foregoing, the
parties acknowledge and agree that Executive may continue to serve
on the board of directors of Ziff Davis Media, Inc.
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 Two Hundred
Fifty Thousand Dollars ($250,000) (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) Solely with respect to the portion of the Service
Period, if applicable, commencing on January 1, 2007,
Executive shall be eligible to receive, in addition to the Base
Salary described above, an annual bonus payment (a
“Performance Bonus”) in an amount equal to 60% of Base
Salary for such year (a “Performance Bonus Amount”) to
be determined by December 31, 2007, and thereafter, the last
day 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, as follows:
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(i) 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.
(ii) Executive
shall be eligible to receive a bonus payment calculated as set
forth in this paragraph (ii) 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 (ii) (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(b)(ii)(A) hereto that
corresponds to the respective percentages by which Parent has
achieved the EBITDA and 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 parties acknowledge and agree that for convenience of reference
Schedule 5(b)(ii)(B) shows for illustrative purposes the
amount of the Results Bonus corresponding to each Results Bonus
Percentage reflected on Schedule 5(b)(ii)(A), and the parties
further acknowledge that such figures shall be subject to
adjustment in the event of any change to the Results Bonus Base
Amount and, in the event of any conflict between Schedules
5(b)(ii)(A) and 5(b)(ii)(B), Schedule 5(b)(ii)(A) shall
control.
(iii) For
the avoidance of doubt, the parties acknowledge and agree that no
Performance Bonus shall apply with respect to the Service Period
ending December 31, 2006.
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. Executive
shall be entitled to the same vacation benefits as are generally
available to other senior executives of the Company, but in no
event less than three (3) weeks during each one-year period
during the Service Period.
7.
Incentive Equity. Parent shall grant to Executive an option
(the “Option Grant”), as of the Appointment Date, to
purchase 100,000 shares of Parent’s Class A Common
Stock, par value $0.01 per share pursuant to the terms and subject
to the conditions of the LIN TV Corp. Amended and Restated 2002
Stock Plan (the “Option Plan”) and as further evidenced
by that certain Nonqualified Stock Option Letter Agreement, dated
on or about the date hereof, by and between Parent and Executive
(the “Option Agreement”). The Option Grant shall be on
the terms and conditions of the Option Plan and the Option
Agreement; provided, however, that (a) for purposes of the
Option Grant, and notwithstanding anything to the contrary
contained in the Option Agreement, the term “Cause”
shall have the meaning ascribed to such term in this Agreement; and
(b) in the event of a Change in Control (as hereinafter
defined in Section 24) (and notwithstanding the definition of
such term in the Option Agreement) the vesting of the Option Grant
shall accelerate and shall be deemed fully vested as of such Change
in Control. For the avoidance of doubt, the vesting of the Option
Grant shall not accelerate in the event of any termination of this
Agreement, including upon a termination Without Cause or with Good
Reason; provided, however, that if Executive is able to demonstrate
that (i) he was terminated by the LIN Companies Without
Cause
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in anticipation
of a Change in Control and (ii) such anticipated Change in
Control occurs, then Executive will be deemed for purposes of the
Option Grant, to have remained employed through the consummation of
the Change in Control, and the vesting of the Option Grant shall
accelerate as described in the preceding sentence.
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,
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Executive’s duties, titles, offices, or
responsibilities (including direct-reporting 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
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equal bi-weekly
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 Company
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 his employment.
Notwithstanding anything to the contrary contained herein, Employer
retains the right to terminate the initiation or continuation of
the Severance Payment and other benefits described in this
Section 9 and to recover from Executive any and all amounts
previously paid (as well as to pursue any other remedies available
at law or in equity) if it discovers that Executive engaged in any
fraud, theft, embezzlement, serious or substantial misconduct
materially injuring the LIN Companies’ reputation, or gross
negligence while employed by the Company
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