Exhibit 10.4 (b)
SEVERANCE AND RELEASE
AGREEMENT
THIS SEVERANCE AND RELEASE AGREEMENT
(the “Agreement”), dated as of July 9, 2004, is between
Young Broadcasting Inc. (referred to herein as “Young”)
599 Lexington Avenue, 47 th Floor, New York, New York
10022 and Ronald J. Kwasnick (referred to herein as “you or
your”) who resides at 6321 Island Lake Drive, East Lansing,
Michigan 48823.
W I T N ES S E T H:
WHEREAS , You desire to retire from your employment with
Young, and Young desires to accept your retirement, effective as of
the close of business on March 31, 2004: and
WHEREAS , pursuant to your Employment Agreement with
Young, you are entitled to receive certain specified severance and
other benefits after your retirement, which Young will provide to
you;
WHEREAS , Young has offered, and you have decided to
accept, the enhanced severance benefits described in this Agreement
at paragraph 3, which are in addition to any such benefits you are
entitled to receive pursuant to your Employment
Agreement;
NOW, THEREFORE
, in consideration of the promises
contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1.
You have retired
from your employment with Young effective as of the close of
business on March 31, 2004.
2.
Unless you revoke
this Agreement in the manner described in paragraph 14 below, this
Agreement will become effective on the eighth (8 th )
day after you sign this Agreement (“Effective
Date”).
3.
In consideration
for your voluntary retirement and the settlement of any and all
claims you have or may have against Young, its affiliated entities,
and/or any of its officers, directors, stockholders, employees,
agents and representatives, Young agrees to provide you with the
benefits described in this paragraph 3.
A.
Provided that you
do not revoke your assent to this Agreement in the manner described
in paragraph 14 below, Young will provide you with six
(6) monthly severance payments (the “Voluntary
Payments”), in addition to the monthly severance payments
provided to you under your Employment Agreement with Young, said
Voluntary Payments to begin when all severance payments provided
for in your Employment Agreement have been made to you and
continuing thereafter on a monthly basis through March 31,
2006. The amount of each of the six (6) monthly Voluntary
Payments shall equal one (1) month of your annual base salary,
less all lawful deductions and withholdings and subject to all
applicable state and federal tax laws. The parties agree that these
Voluntary Payments consist of severance payments you would not
otherwise be entitled to receive because of your employment with
Young and/or your retirement from that employment. Young shall be
obligated to make these future Voluntary Payments to you only if
this Agreement becomes effective and shall not be obligated to make
Voluntary Payments to you if you revoke this Agreement in the
manner described in paragraph 14 below. You acknowledge and agree
(1) that you are entitled to eighteen (18) months of severance
payments under your Employment Agreement with Young and
(2) that the Voluntary Payments made under this Agreement
exceed all severance payments to which you are otherwise entitled
as an employee, officer and/or director of Young or
otherwise.
B.
Provided that you
do not revoke your assent to this Agreement in the manner described
in paragraph 14 below, Young will make to you a payment in the
gross amount of $40,000 (“One-Time-Only Payment”), less
all lawful deductions and withholdings and subject to all
applicable state and federal tax laws, for your use towards
purchase of your personal automobile in lieu of Young providing the
leased automobile it is otherwise obligated to provide for your use
during the specified period under the terms of your Employment
Agreement. in consideration of your accepting this One-Time-Only
Payment, you agree that Young is released from its obligation under
your Employment Agreement to allow you to retain the
Company-provided leased automobile during the period you receive
severance benefits. The parties agree that this One-Time-Only
Payment is a payment to which you would not otherwise be entitled
to receive because of your employment with Young and/or your
retirement from that employment. The payment of the One-Time-Only
Payment, less applicable withholdings, will be made to you by Young
on the Effective Date of this Agreement. You agree to provide Young
with proof of purchase of your personal automobile, including its
make, model, and vehicle
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identification number, for
purposes of Young’s being able to confirm your proper,
restricted use of the Express card, as defined and provided for
under paragraph 3F below.
C.
Provided that you
do not revoke your assent to this Agreement in the manner described
in paragraph 14 below, Young will reimburse you for your automobile
insurance costs for two years, less applicable and required
withholdings, subject to: (1) your obtaining the automobile
contemplated in paragraph 36 above, (2) your providing Young
with the proof of its purchase, and (3) your providing Young
with (a) proof of your purchase of insurance for that
automobile and (b) evidence of the insurance premium payments
required from and paid by you under the insurance policy for such
automobile.
D.
As required by federal law, you will
be offered the opportunity to elect COBRA continuation coverage
under the Young health insurance plan in which you and your
dependents (if applicable) participated on the day before your
“COBRA qualifying event”. Under the terms of your
Employment Agreement, Young agreed to pay your COBRA premiums for
as long as you and your dependents are entitled to receive COBRA
coverage, if you elect COBRA coverage. In the event that you and/or
any of your dependents become ineligible for COBRA coverage under
Young’s plan before the end of the initial 18-month
“COBRA continuation period” or the COBRA coverage
expires solely because of the expiration of the 18-month period
described above and Young is no longer required under the terms of
Employment Agreement to pay your COBRA premiums, Young agrees to
provide you with a monthly payment, less applicable withholdings,
in an amount equal to the monthly premium payment for COBRA
continuation coverage that Young agreed to pay pursuant to your
Employment Agreement (“COBRA Replacement Payments”),
unless you revoke this Agreement as provided in paragraph 14 below.
Young shall provide you with the COBRA Replacement Payments for a
limited period commencing on the date on which you and/or your
dependents become ineligible for COBRA coverage (as described in
the preceding sentence) and ending on the date that occurs six
months following the end of the initial 18-month “COBRA
continuation period”. Nothing in this Agreement shall be
construed to restrict your rights or Young’s obligation
regarding your and/or your dependents’ coverage under the
Young health plan, as provided in your Employment Agreement.
However, Young’s obligation under this paragraph 31) to pay
COBRA Replacement Payments (after you and/or your dependents become
ineligible for COBRA coverage) shall not
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extend beyond 24 months following the date on
which you and your dependents initially lost coverage under
Young’s plan as a result of your “COBRA qualifying
event ” . In the event that you and/or your
dependents become entitled to extend COBRA coverage beyond the
initial 18-month “COBRA continuation period”, Young
will pay no COBRA Replacement Payments related to your or your
dependents’ loss of COBRA coverage that occurs after the 24
th month following the date- on which coverage was
initially lost under the Young plan as a result of your
“COBRA qualifying event”.
E.
Under the terms
of your Stock Option Agreement(s) dated, respectively,
November 20, 1996; November 3, 1997; October 13,
1998; April 27, 2000; and February 7, 2001, and the Young
Broadcasting, Inc. 1995 Stock Option Plan, as amended,
restated, and renamed by the adoption of the Young Broadcasting
Inc. 2004 Equity Incentive Plan, your unexercised stock options
will expire ninety (90) days after your retirement date of
April 1, 2004. However, the parties
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