Exhibit 10.93
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “
Agreement ”) is made as of January 15, 2004 by and
between Paul Greeley (“ Executive ”), and
Nexstar Broadcasting, Inc., a Delaware corporation (the “
Company ”).
The Company desires to employ
Executive as the Vice President of Promotion and Marketing, 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 January 15, 2004), the Company
will employ Executive. Effective on and as of January 15, 2004,
Executive will serve as the Vice President of Promotion and
Marketing. 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
January 14, 2009; 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 January 15, 2009) 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-month period or (ii) the thirty-first (31
st
) day following the
giving by the Company of such written notice of
termination;
(c) Consolidation, Merger or
Comparable Transaction . In the event that Nexstar Broadcasting Group,
Inc., the Company’s indirect parent company (the
“Parent) 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 Parent (treating any such
person and the affiliates of such person as being one and the same
person), or if the Parent 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, 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, such termination to be effective as of the date stated
in a written notice of termination delivered by Executive
to
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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 or the Parent
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 such entity;
(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
(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
Parent and each of their respective subsidiaries and affiliates, if
any.
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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Period
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Base Salary
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From January 15, 2004 through January 14,
2005
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$
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105,000
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From January 15, 2005 through January 14,
2006
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$
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110,000
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From January 15, 2006 through January 14,
2007
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$
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115,000
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From January 15, 2007 through January 14,
2008
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$
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120,000
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From January 15, 2008 through January 14,
2009
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$
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125,000
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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 targeted amount specified
below (or in excess of such amount, as the CEO may determine is
appropriate in the CEO’s sole discretion), 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
based on, among other things, whether Executive has achieved the
personal goals established for the Executive by the CEO and/or the
Board for such fiscal year:
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After the 2004 fiscal year
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$
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10,500
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After the 2005 fiscal year
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$
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11,000
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After the 2006 fiscal year
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$
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11,500
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After the 2007 fiscal year
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$
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12,000
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After the 2008 fiscal year
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$
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12,500
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(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, 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 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, Federal income tax, state income tax
and all other applicable laws and regulations.
5. Fringe Benefits
.
(a) During the term of this Agreement, Executive
will be entitled to receive, at the Company’s expense,
medical, other insurance coverage, and paid vacation 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 presentation
of appropriate documentation.
(c) The Company will reimburse expenses related to
Executive’s relocation, subject to verification of receipts
and