Exhibit 10.4
EMPLOYMENT
AGREEMENT
OF
HARRY HAWKS
HEARST-ARGYLE TELEVISION,
INC.
300 West 57 th Street
New York, New York 10019
As of January 1,
2008
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:
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1.
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Legal Name of Employee :
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Harry T. Hawks
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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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Executive Vice President & Chief
Financial Officer
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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, 2008 and continue through
December 31, 2010 (the “Term”).
5.
Salary . You will receive a base salary for all
services to Hearst-Argyle as follows:
a)
$600,000 from January 1, 2008
through December 31, 2008;
b)
$625,000 from January 1, 2009
through December 31, 2009; and
c)
$625,000 from January 1, 2010
through December 31, 2010.
The salary will be paid according to
Hearst-Argyle’s payroll practices, but not less frequently
than twice a month. You acknowledge that you work in a
position that is 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
. During the Term, 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 prior 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 Conflict
. 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 any of the following
(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) failure to comply with
applicable laws with respect to the conduct of
Hearst-Argyle’s business, (D) theft, fraud or embezzlement 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) 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 irrevocable, and if such termination
occurs, then you (or your estate, in the
