Exhibit 10.122
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT (the “
Agreement ”) is made as of January 20, 2006 by
and between Matthew E. Devine (“ Executive ”),
and Nexstar Broadcasting, Inc., a Delaware corporation (the “
Company ”).
The Company desires to employ
Executive as the Executive Vice President and Chief Financial
Officer, 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 or about January 23, 2006),
the Company will employ Executive. Effective on and as of
January 23, 2006 (the “ Effective Date ”),
Executive will serve as the Executive Vice President and Chief
Financial Officer. 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 the Board of Directors (the “
Board ”) of Nexstar Broadcasting Group, Inc. (“
Parent ”). Such duties will include, without
limitation, responsibilities for all internal and external
financial reporting, oversight of internal audit, compliance and
controls, human resources and investor relations, and assisting in
strategic planning, business development and other projects as
assigned by the CEO and 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 . Except if
terminated earlier as provided below, the Company’s
employment of Executive under this Agreement will continue until
January 22, 2011; provided , however , that the
term of employment under this Agreement will be automatically
renewed for successive one-year periods 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 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 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 Board and/or by the CEO 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 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 CEO to Executive;
2
(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 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
(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.
4. Compensation
.
(a) Base Salary
. During the term of this Agreement,
Executive will be entitled to receive an annual base salary
(“ Base Salary ”) at the rate specified
below:
|
|
|
|
|
|
Period
|
|
Base Salary
|
|
From January 23, 2006 through
January 22, 2007
|
|
$
|
350,000
|
|
From January 23, 2007 through
January 22, 2008
|
|
$
|
360,000
|
|
From January 23, 2008 through
January 22, 2009
|
|
$
|
370,000
|
|
From January 23, 2009 through
January 22, 2010
|
|
$
|
380,000
|
|
After January 23, 2010
|
|
$
|
400,000
|
(b) Bonus .
On the Effective Date, Executive
shall be entitled to receive 30,000 shares of common stock of
Parent (the “ Bonus Shares ”), which shall be
subject to vesting and forfeiture as set forth herein. Parent shall
issue the Bonus Shares to Executive on the Effective Date.
Immediately upon issuance none of the Bonus Shares shall have
vested. The Bonus Shares shall vest monthly on the 23
rd
of each month in
increments of 2,500 shares and shall be fully vested on the first
anniversary of the Effective Date. Any Bonus Shares that have not
vested on the date of termination of Executive’s employment
shall be cancelled and forfeited. The Bonus Shares will be subject
to applicable federal and state securities laws. To the extent the
Company deems it necessary or desirable, Executive shall execute
any additional documentation related to
3
the issuance of the Bonus Shares.
After the end of each Company fiscal year during the term of this
Agreement, commencing with the 2006 fiscal year, Executive will be
entitled to receive an annual bonus (the “ Bonus
”), in an amount, if any, up to the amount specified below
(or in excess of such amount, as the CEO may determine is
appropriate in the CEO’s sole discretion and approved by the
Board or applicable committee thereof), 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, the performance of the Parent’s stock
price and whether the Company achieved the budgeted revenue and
profit goals established for the Company by the CEO for such fiscal
year:
|
|
|
|
|
|
After the 2006 fiscal year
|
|
$
|
175,000
|
|
After the 2007 fiscal year
|
|
$
|
180,000
|
|
After the 2008 fiscal year
|
|
$
|
185,000
|
|
After the 2009 fiscal year
|
|
$
|
190,000
|
|
After the 2010 fiscal year and each subsequent
fiscal year
|
|
$
|
200,000
|
(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,
medi