Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of
July 13, 2009 by and between Thomas E. Carter
(“Executive”), and Nexstar Broadcasting Group Inc., a
Delaware corporation (the “Company”).
The Company
desires to retain the services of Executive as Executive Vice
President 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 August 3, 2009), the Company will
employ Executive. Effective on and as of August 3, 2009,
Executive will serve as 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 its board of directors (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. Unless
terminated earlier as provided in Paragraph 3, the Company’s
employment of Executive under this Agreement will continue until
August 2, 2014, provided, however, that the term of employment
under this Agreement will be automatically renewed for successive
one-year periods (the first of which will commence on August 3,
2014) 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 (6) month period or (ii) the thirty-first (31st) day after
written notice of termination is given by the Company;
(c) Consolidation, Merger or Comparable
Transaction. In the event that the Company 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
Company (treating any such person and the affiliates of such person
as being one and the same person), or if the Company 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 (as defined herein), such
termination to be effective as of the date stated in a written
notice of termination delivered by the 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 CEO or the Board 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 by Executive 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 the CEO to Executive;
(f) Termination by Executive With Good
Reason. Executive may terminate his employment hereunder
at any time for Good Reason (as defined herein), 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 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 the Company;
(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 such earlier date after
the delivery of such notice as the Company may elect);
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 LCC 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 a base salary
(“Base Salary”) at the annual rate specified
below:
|
Period
|
Base
Salary
|
|
From August 3,
2009 through August 2, 2010
|
$390,000
|
|
From August 3,
2010 through August 2, 2011
|
$400,000
|
|
From August 3,
2011 through August 2, 2012
|
$410,000
|
|
From August 3,
2012 through August 2, 2013
|
$420,000
|
|
After July20,
2013
|
$430,000
|
|
|
|
(b) Bonus. After the end of each
Company fiscal year during the term of this Agreement, 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, with the
approval of the Compensation Committee of the Company’s board
of directors (the “Compensation Committee”), may
determine is appropriate), 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, with the approval of the
Compensation Committee, based on, among other things, whether the
Company achieved the budgeted revenue and profit goals for such
fiscal year:
|
After the 2009
fiscal year
|
$195,000
|
|
After the 2010
fiscal year
|
$200,000
|
|
After the 2011
fiscal year
|
$205,000
|
|
After the 2012
fiscal year
|
$210,000
|
|
After the 2013
fiscal year and thereafter
|
$215,000
|
(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 with the approval
of the Compensation Committee, 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 Company’s 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, as amended, federal income
tax, state income tax and all other applicable laws and
regulations.
(a) During the term of this Agreement, Executive
will be entitled to receive, at the Company’s expense, other
insurance coverage and paid vacation (initially three weeks per
year) as described in the Company’s employee
handbook.
(b) During the term of this Agreement, the
Company will reimburse Executive for all approved business expenses
which Executive incurs on the Company’s behalf, upon
presentation of
