This Employment Agreement (this
“ Agreement ”), entered into as of
February 22, 2007, and made effective as of September 6,
2006, 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 Denise M. Parent , an
individual residing in the state of Rhode Island (the “
Executive ”).
Whereas , on
September 6, 2006 (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 Vice President
General Counsel and Secretary of each of the LIN
Companies;
Whereas , each of Parent and
the Company desire that the Company employ Executive as Vice
President General Counsel and Secretary 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 Vice President General Counsel and
Secretary 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 her full
business-time efforts, energies and skills to her 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
Executive 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 Executive’s
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 Two Hundred
Seventy Five Thousand Dollars ($275,000) (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 2006 prior to the
Appointment Date, Executive shall be eligible to receive a
Performance Bonus in an amount up to One Hundred Twenty-One
Thousand Dollars ($121,000), 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 2006 beginning on the
Appointment Date and ending on December 31, 2006, 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, 2006. 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, 2007, if applicable, Executive shall be eligible
to receive a Performance Bonus as follows:
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(A) Executive
shall be eligible to receive a bonus payment in an amount up to 75%
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 twenty-five percent (25%) 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
Exhibit 5(b)-1 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
Exhibit 5(b)-2 shows for illustrative purposes the amount of
the Results Bonus corresponding to each Results Bonus Percentage
reflected on Exhibit 5(b)-1 , 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 Exhibits 5(b)-1 and
5(b)-2 , Exhibit 5(b)-1 shall
control.
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.
(a) The parties acknowledge that as of the Appointment Date,
Parent granted to Executive an option (the “ Option
Grant ”) to purchase sixty thousand (60,000) 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 September 6,
2006, 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 ( i ) 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
( ii ) in the event of a Change in Control (as hereinafter
defined in Section 24) (and notwithstanding the definition of
such term in the Option
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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 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.
(b) With respect to all stock options and stock awards
granted to Executive prior to the Appointment Date under the 1998
Stock Option Plan, the 1998 Substitute Stock Option Plan, the 1998
Phantom Stock Plan, and the Amended and Restated 2002 Stock Plan of
LIN TV (collectively, the “Prior Options and Awards”)
which are not otherwise exercisable or vested upon a Change in
Control (as hereinafter defined in Section 24 and
notwithstanding any conflicting definition of Change in Control),
the vesting of each such Prior Option and Award shall accelerate
and shall be deemed fully vested as of such Change in
Control.
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 Executive’s 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 her obligations
and duties under this Agreement or the duties properly assigned to
her 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 .”
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(c) By Executive for Good Reason. Executive may
terminate this Agreement and Executive’s 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 receipt of the
Good Reason Notice (as defined below):
(i) Executive’s
Base Salary or Performance Bonus Amount is reduced below the higher
of ( A ) the amount of Base Salary or Performance Bonus
Amount (other than pursuant to Section 5(b)(i)) in effect
immediately prior to a Change in Control or ( B ) the
highest amount of Base Salary or Performance Bonus Amount in effect
at any time thereafter;
(ii) (
A ) any failure by the Company to continue in effect or
provide plans or arrangements pursuant to which the Executive will
be entitled to receive grants relating to the securities of Parent
(including, without limitation), stock options, stock appreciation
rights, restricted stock or other equity based awards) of the same
type as the Executive was participating in immediately prior to the
Change in Control (hereinafter referred to as “ Securities
Plans ”) or providing substitutes for such Securities
Plans which in the aggregate provide substantially similar economic
benefits or ( B ) the taking of any action by the Company
which would adversely effect the Executive’s participation
in, or benefits under, any such Securities Plan or its substitute
if in the aggregate Executive is not provided substantially similar
economic benefits; provided, however, that for these
purposes any determination of whether Good Reason exists under
clauses (A) or (B) of this paragraph (ii) because
Executive is or is not provided substantially similar economic
benefits in the aggregate will be made with due consideration given
to such Executive’s Base Salary, other cash compensation (if
any) and other equity-based incentive programs to which Executive
is also entitled to receive, and not solely on the basis of whether
Executive is or is not entitled or eligible to receive equity based
incentive compensation;
(iii) Executive’s
duties, authority and responsibilities or, in the aggregate, the
program of retirement and welfare benefits offered to Executive,
are materially and adversely diminished, in comparison to the
duties, authority, and responsibilities or the program of benefits,
in the aggregate, enjoyed by Executive as of ( A ) the time
immediately prior to a Change in Control or ( B ) if prior
to a Change in Control, as of the date of this Agreement, or
Executive is demoted from the position that Executive held as of (
Y ) the time immediately prior to such Change in Control or
( Z ) if prior to a Change in Control, as of the date of
this Agreement; provided, however, that if, subsequent to a
Change in Control, the Executive maintains the same duties,
authority and responsibility that Executive held prior to such
Change in Control, the requirement that the Executive report to
officers or the board of parent companies shall not of itself
constitute “Good Reason” unless such officers or board
take actions that materially and adversely interfere with the
business decisions of Executive with respect to those business
matters otherwise subject to Executive’s duties, authority
and responsibilities;
(iv)
Executive is required to be based at a location more than 50 miles
from the location where Executive was based and performed services
on the Appointment Date, or if Executive is required to
substantially increase Executive’s business travel
obligations;
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provided that Executive shall give notice in writing
within 90 days after Executive has knowledge of the event
forming the basis of Good Reason, which notice shall set forth the
particulars of such event and the reason why she believes in good
faith that Good Reason exists (the “ Good Reason
Notice ”).
(d) By Executive Without Good Reason. Executive may
terminate this Agreement and Executive’s 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 Executive’s 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
Committees 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) Initial Three-Year Transition Period. Subject to
the terms and conditions of this Sections 9(c) and (d) set
forth below, solely in the event that this Agreement and
Executive’s employment hereunder is terminated during the
three-year period ending on the third anniversary of the
Appointment Date (the “ Transition Period ”) (
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 an amount calculated in accordance
with Exhibit 9(a)(i) hereto (the “ Transition
Severance Amount ”), as adjusted pursuant to the
“work down” formula set forth in Section 9(a)(ii)
below, to be paid in a lump sum, subject to Section 9(d)
hereof.
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(ii) The
Transition Severance Amount shall be reduced pro rata for each day
of Executive’s employment hereunder during the Transition
Period, provided that in no event shall the reduction exceed seven
hundred thirty (730) days or a reduction of two-thirds. By way
of illustration and not of limitation or modification of the
foregoing:
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(A)
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If
Executive is terminated without Cause or resigns for Good Reason on
the date one year after the Appointment Date, Executive will be
entitled to receive the Transition Severance Amount reduced by
one-third; if Executive is terminated without Cause or resigns for
Good Reason on the date two years after the Appointment Date,
Executive will be entitled to receive the Transition Severance
Amount reduced by two-thirds;
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(B)
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If
Executive is terminated without Cause or resigns for Good Reason on
the date two and one-half years (or 913 days) after the
Appointment Date, Executive will receive the Transition Severance
Amount reduced by two-thirds because the pro rata adjustment is
capped at 730 days.
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(iii)
The Company shall provide Executive for a period commencing on the
effective date of termination and ending on the earlier of the
third anniversary of such date of termination or the
Executive’s death (the “ Transition Benefits
Period ”) (subject to reduction as set forth in the
provision at the end of this paragraph), life, health, disability
and accident insurance benefits and the package of “Executive
benefits” substantially similar, individually and in the
aggregate, to those which the Executive was receiving immediately
prior to the effective termination, or immediately prior to a
Change in Control, if greater, including without limitation,
transfer of title of a company automobile, medical, dental, vision,
life and pension benefits, as if Executive were continuing as an
employee of the Company during the Transition Benefits Period,
provided, however, that with respect to the provision of
insurance benefits during the Transition Benefits Period, Executive
shall be obligated to continue to pay that proportion of premiums
paid by the Executive immediately prior to such termination or
Change in Control, as applicable. The Company shall apply the
statutory health care continuation coverage (“ COBRA
”) provisions as if the Executive were a full-time employee
of the Company during the Transition Benefits Period, with the
result that ( y ) the Executive’s spouse and
dependents shall be eligible for continued health insurance
coverage that is in all respects equivalent to COBRA coverage
(“ COBRA-Equivalent Coverage ”) if an event
occurs during the Transition Benefits Period that would have been a
“qualifying event” under COBRA had the Executive been
an employee of the Company, and ( z ) the Executive and the
Executive’s spouse and dependents shall be eligible for
COBRA-Equivalent coverage at the expiration of the Transition
Benefits Period and for a period of three years thereafter as if
the Executive’s employment with the Company had terminated on
the last day of the Transition Benefits Period; provided,
however, that the Transition Benefits Period shall be reduced
pro rata for each day of Executive’s employment hereunder
during the
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Transition
Period, provided that in no event shall the reduction exceed seven
hundred thirty
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