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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: Nexstar Broadcasting, Inc. | Matthew E. Devine You are currently viewing:
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Nexstar Broadcasting, Inc. | Matthew E. Devine

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 3/16/2006
Industry: Broadcasting and Cable TV     Sector: Services

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: nexstar broadcasting  inc. , matthew e. devine
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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;

 

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(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

 

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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


 
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