Exhibit 10.1
HEARST-ARGYLE TELEVISION,
INC.
888 Seventh Avenue
New York, NY 10106
As of January 1,
2005
Mr. Harry T. Hawks
[ADDRESS ON FILE]
Dear Harry:
This letter constitutes all of the
terms of the Employment Agreement between you and Hearst-Argyle
Television, Inc. (“Hearst-Argyle”). It is
subject to the approval of the Board of Directors of
Hearst-Argyle. The terms are as follows:
1.
Legal Name of
Employee:
Harry T. Hawks
2.
Mailing Address of
Employee:
[ADDRESS ON FILE]
3.
Title of Position
; Duties:
Executive Vice President &
CFO
You agree to carry out the duties
assigned to you by the senior executives of Hearst-Argyle.
Hearst-Argyle has the right to assign you to other duties
consistent with those of other executives of your level.
4.
Length of Employment.
The term of this Agreement
will start on January 1, 2005 and continue through
December 31, 2006 (the “Term”).
5.
Salary. You will receive a base salary for all
services to Hearst-Argyle as follows:
a)
$515,000 per year from
January 1, 2005 through December 31, 2005: and
b)
$550,000 per year from
January 1, 2006 through December 31, 2006.
The salary will be paid according to
Hearst-Argyle’s payroll practices, but not less frequently
than twice a month. You acknowledge that you are not entitled
to overtime pay.
In addition it is understood that
you are eligible to receive a bonus up to a maximum of 75% of your
base salary. The criteria for the bonus will be set by the
Compensation Committee of the Board of Directors of Hearst-Argyle,
at its sole discretion.
The bonus is payable only for as
long as you work for Hearst-Argyle, and will be payable only at the
end of a complete bonus cycle and is not proratable, except in the
event of your death, when it will be proratable.
In determining the amount of your
bonus, the books and records of Hearst-Argyle are absolute and
final and not open to dispute by you. Hearst-Argyle will pay
any bonus due you by March 31 of the year following the year
for which the bonus is applicable.
6.
Exclusive Services.
You agree that you will work
only for Hearst-Argyle, and will not render services or give
business advice, paid or otherwise, to anyone else, without getting
Hearst-Argyle’s written approval. However, you may
participate as a member of the board of directors of other
organizations and in charitable and community organizations, but
only if such activities do not conflict or interfere with your work
for Hearst-Argyle, and if such work is approved in advance by
Hearst-Argyle, which approval will not be unreasonably
withheld. You acknowledge that your services will be unique,
special and original and will be financially and competitively
valuable to Hearst-Argyle, and that your violation of this
Paragraph will cause Hearst-Argyle irreparable harm for which money
damages alone would not adequately compensate Hearst-Argyle.
Accordingly, you acknowledge that if you violate this Paragraph,
Hearst-Argyle has the right to apply for and obtain injunctive
relief to stop such violation (without the posting of any bond, and
you hereby waive any bond-posting requirements in connection with
injunctive relief), in addition to any other appropriate rights and
remedies it might lawfully have.
7.
No Conflicts.
You agree that there is no
reason why you cannot make this Agreement with Hearst-Argyle,
including, but not limited to, having a contract, written or
otherwise, with another employer.
8.
Termination of
Employment.
(a)
Hearst-Argyle has the right to end
this Agreement:
i)
Upon your death; or
ii)
For cause, which shall mean
(A) indictment for a felony, (B) failure to carry out, or
neglect or misconduct in the performance of, your duties hereunder
or a breach of this Agreement; (C) willful failure to comply
with applicable laws with respect to the conduct of
Hearst-Argyle’s business, (D) theft, fraud or
embezzlement resulting in gain or personal enrichment, directly or
indirectly, to you at Hearst-Argyle’s expense,
(E) addiction to an illegal drug, (F) conduct or
involvement in a situation that brings, or may bring, you into
public disrespect, tends to offend the community or any group
thereof, or embarrasses or reflects unfavorably on
Hearst-Argyle’s reputation, or (G) willful failure to
comply with the reasonable directions of the Board of Directors of
Hearst-Argyle; or
iii)
Without cause pursuant to Paragraph
8(b) below.
(b)
This Agreement may be terminated
(i) by Hearst-Argyle or its successor without cause or
(ii) by you within 60 days of a Change in Control (as defined
below) (or notwithstanding Paragraph 8(a)(i), by you or your legal
representative within such 60-day period, if you die while still
employed), provided that, in the case of either clauses (i) or
(ii) of this Paragraph 8(b), you or your legal representative
execute and deliver a general release in favor of Hearst-Argyle in
the form reasonably required by Hearst-Argyle, and such release has
become
ir
