Exhibit 10.1
HEARST-ARGYLE TELEVISION,
INC.
888 Seventh Avenue
New York, NY 10106
David J. Barrett
[ADDRESS ON FILE]
Dear David:
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:
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1.
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Legal Name of Employee:
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David J. Barrett
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2.
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Mailing Address of Employee:
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[ADDRESS ON FILE]
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3.
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Title of Position; Duties:
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President and Chief Executive Officer
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You agree to carry out the duties
performed by the President and Chief Executive Officer of
Hearst-Argyle consistent with past practices and such other duties
as may be assigned to you by the Board of Directors of
Hearst-Argyle.
4.
Length of Employment. The term
of this Agreement will start on January 1, 2006 and continue
through December 31, 2008 (the “Term”).
5.
Salary. You will receive a
base salary for all services to Hearst-Argyle as
follows:
a)
$1,050,000 for the period from
January 1, 2006 through December 31, 2006;
b)
$1,125,000 for the period from
January 1, 2007 through December 31, 2007; and
c)
$1,125,000 for the period from
January 1, 2008 through December 31, 2008.
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 an amount equal to:
(x) 110% of your base salary with respect to calendar year 2006;
(y) 110% of your base salary with respect to calendar year 2007;
and (z) 110% of your base salary with respect to
calendar year 2008. The criteria for the
bonus will be set by the subcommittee of 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.
In addition to the foregoing
compensation, effective January 1, 2006 and for the remainder of
the Term, Hearst-Argyle will also provide you with certain other
benefits which shall include the following items: an
automobile allowance or reimbursement, executive life insurance,
club membership allowance or reimbursement, Supplemental Retirement
Plan (SERP) benefits, executive medical benefits and such other
benefits offered or provided to other executive officers of
Hearst-Argyle. Such benefits shall not be less than the
benefits provided to you with respect to such items as of the
effective date of this Agreement.
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-ArgyleR
