SEPARATION AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.247

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “ Agreement ”) is made as of October 17, 2006, by ION MEDIA NETWORKS, INC., a Delaware corporation (the “ Company ”), and DEAN M. GOODMAN, an individual residing in the State of Florida (the “ Executive ”) (hereinafter collectively referred to as the “ Parties ” and individually as a “ party ”).

Preliminary Statements

The Executive is employed by the Company as President and Chief Operating Officer, pursuant to an Employment Agreement, dated as of November 7, 2005, between the Company and the Executive (the " Employment Agreement ”), and is a member of the Company’s board of directors (the “ Board ”). Capitalized terms used but not otherwise defined in this Agreement have the meanings given such terms in the Employment Agreement.

The Parties have mutually agreed that the Executive cease to be an employee and director of the Company and that the Employment Agreement be terminated, on the terms and conditions set forth in this Agreement.

Agreement

In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.  Termination of Employment . The Company and the Executive agree that the Executive’s employment with the Company shall terminate effective as of the close of business on October 17, 2006 (the “ Termination Date ”), and as of the Termination Date, the Executive shall no longer serve (a) as an employee, officer or member of the Board, or (b) as an employee, officer or director of any direct and indirect subsidiaries and other affiliates of the Company. As of the Termination Date, all authority of the Executive to act for, or create any obligation binding upon, the Company shall cease.

2.  Settlement (a) . On the Termination Date, or immediately after this Agreement becomes effective in accordance with Section 22 below, whichever is later, the Company shall pay to the Executive, in consideration of the termination of the Employment Agreement and the releases of the Parties executed in connection with this Agreement, the sum of $3,000,000 (the “ Settlement Payment ”). The Settlement Payment shall be net of applicable withholding for taxes and other amounts.

3.  Additional Benefits . In addition to the Settlement Payment, the Company shall pay or provide the following additional benefits to the Executive:

(a) The Company shall continue to provide the Executive and his covered dependants with the health benefits the Company provides its other senior executives under the Company health plans as in effect from time to time, at the same cost applicable to active employees, for a period ending on the earlier of (i) the date that is two years after the Termination Date, or (ii) the date on which the Executive commences employment with any other person that generally provides health insurance benefits to its senior executives; provided , however , that as a condition of continuation of such benefits, the Company may require the Executive to elect to continue his health insurance pursuant to COBRA.

(b) As soon as practicable following the Termination Date, the Company shall assign to the Executive the life insurance policy owned by the Company insuring the life of the Executive.

(c) The Parties acknowledge and agree that as of the date of this Agreement, the Executive has been granted the Restricted Stock Units and Options listed on Exhibit A (the “ Equity Awards ”). Effective on the Termination Date, (i) all of the Restricted Stock Units shall become fully vested and nonforfeitable; (ii) all of the Options not theretofore vested shall become fully vested; and (iii) all of the Options other than the Pre-Existing Options (as defined in Exhibit A) shall expire on the earlier of (A) the fourth anniversary of the Termination Date; or (B) the expiration date of such Option as reflected on Exhibit A. The Pre-Existing Options shall remain exercisable in accordance with the terms of their respective award agreements. The Equity Awards shall be subject to the terms and conditions set forth on Exhibit A. With respect to any Equity Award, the Executive may pay any exercise price and satisfy any obligation to reimburse the Company for withholding taxes due and payable with respect to such Equity Award by authorizing the Company to retain shares of the Company’s common stock that otherwise would be deliverable to the Executive pursuant to such Equity Award, valued for such purposes at their Fair Market Value (as defined in the Company’s 2006 Stock Incentive Plan) on the date such shares are withheld.

(d) The Company shall reimburse the Executive for unreimbursed business expenses incurred prior to the Termination Date in accordance with Section 6 of the Employment Agreement, and shall provide the Executive any accrued benefits to which the Executive may be entitled, as of the Termination Date, under the Company’s profit sharing (401(k)) plan and health insurance plan, in accordance with the terms thereof.

(e) Effective as of the Termination Date, the Executive and the Company have entered into an Amendment to Supplemental Executive Retirement Plan for Dean M. Goodman, under which the Company’s Supplemental Executive Retirement Plan for the Executive (the “ SERP ”) shall be terminated on the terms set forth therein.

(f) The Company shall not be obligated to make any payment or provide any benefit under this Section 3 if, on the date such payment or benefit would otherwise be provided, the Executive has materially breached any of his obligations under this Agreement and, if such breach is curable, has failed to cure such breach to the reasonable satisfaction of the Company. For the avoidance of doubt, this Section 3(e) shall not apply to the obligations of the Company under the SERP, as amended.

4.  Full Satisfaction of Obligations . The payments and the other benefits provided for in Section 2 and 3 of this Agreement (i) constitute the entire obligation of the Company, (ii) represent full and complete satisfaction by the Company of all obligations under the Employment Agreement, the provisions of which are hereby terminated (except for Section 12 thereof, which shall continue in force, and except to the extent otherwise provided in this Agreement), and (iii) constitute full and complete settlement of any claim under law or equity that the Executive might otherwise assert against the Company for compensation, benefits or remuneration of any form as a result of his employment with the Company.

5.  Restrictive Covenants . The Company and the Executive hereby acknowledge and agree that the provisions of Sections 9 and 10 of the Employment Agreement shall survive the termination of the Employment Agreement for the time periods specified therein, subject to the following modifications:

(a) The Executive shall not be subject to any of the restrictions set forth in Section 9(b) of the Employment Agreement.

(b) The Executive agrees that, for a period ending on December 31, 2009, without the prior written consent of the Company, he will not, directly or indirectly, on his own behalf or on behalf of any other Person, including any industry group or trade association, engage in, or own any interest in, operate, join, control or participate as a partner, director, principal, member, officer or agent of, enter into the employment of, act as a consultant to or otherwise perform services in any capacity for any Person that engages in, (i) any lobbying, legislative or other efforts, including any such efforts involving the Federal Communications Commission (“FCC”) or any other governmental agency or entity, or any member of the US Congress, that are (A) in opposition to the enactment by the FCC, the US Congress or any other governmental body of rules or legislation requiring cable or satellite television distribution systems to distribute without charge more than one digital programming stream of any broadcaster (“digital multicast must-carry”), (B) supportive of the interests of cable television systems generally, or (C) opposed to the interests of network television broadcasters generally or the interests of the Company specifically; or (ii) any Transaction. Except as provided in the following sentence, this Section 5(b) shall not prevent the Executive from accepting employment with any Person whose business is diversified but which engages in any of the activities described in the preceding sentence, so long as (A) the Executive shall not, directly or indirectly, render services or assistance to any division or part of such Person that is in any way engaged in any of the activities described in the preceding sentence, and (B) the Company shall have received, prior to the Executive rendering services to such Person, written assurances reasonably satisfactory to the Company from such Person that the Executive shall not, directly or indirectly, render services or assistance to any division or part of such Person that is in any way engaged in any such activities. During the period ending on December 31, 2009, the Executive agrees not to provide services in any capacity to (x) [****] ¹ , or (y) to [****] ² with respect to any matter relating to or involving the Company. " Transaction ” as used in this Section 5(b) means, broadly, any actual or proposed transaction with or involving the Company or any of its Affiliates, or any of its or their respective assets, properties, businesses or outstanding securities (other than transactions relating solely to the Executive’s shares of Common Stock), including related proposals, negotiations and discussions. The provisions of Section 10 of the Employment Agreement shall apply to any breach by the Executive of this Section 5(b).

     
¹ Omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
² Omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

(c) The Company hereby waives any conflict that might otherwise exist if the Executive (or any entity through which the Executive conducts future business) engages the law firm of Dow Lohnes & Albertson, PLLC for matters before or involving the U.S. Federal Communications Commission, but only to the extent that such matters do not involve any dispute with the Company.

(d) The Executive shall not be precluded from hiring his personal assistant, Julie Sanscrainte, at any time on or after the Termination Date.

6.  Release . The Parties acknowledge and agree that, as of the Termination Date, they have signed the Releases provided in Exhibit B.

7.  Advice of Counsel . The Executive understands that various state and federal laws prohibit employment discrimination based on age, sex, race, color, national origin, religion, handicap or veteran status. These laws are enforced through the Equal Employment Opportunity Commission (EEOC), Department of Labor and State Human Rights Agencies. The Executive acknowledges that he has been advised by the Company to discuss this Agreement with his attorney and has been encouraged to take this Agreement home for up to 21 days so that he can thoroughly review and understand the effect of this Agreement before acting on it.

8.  Cooperation; Assistance . Each of the Executive and the Company shall cooperate with the other to take all actions and execute all documents as may be reasonably necessary to effectuate the provisions of this Agreement. For a period of three years after the Termination Date, the Executive, upon reasonable notice, shall furnish such information and assistance to the Company as may reasonably be required in connection with any third party claims, investigations, litigation or similar proceedings which may involve the Company with respect to the period of the Executive’s employment with the Company. If such information or assistance is required, the Executive shall be reimbursed by the Company for any and all reasonable expenses incurred by him in providing such information and assistance and shall be compensated by the Company at a rate to be agreed upon by the parties for the time he spends providing such information and assistance.

9.  Return of Property and Documents . On or promptly following the Termination Date, the Executive shall deliver to the Company all Company credit cards, keys, documents, records, files, data and other property of the Company in the Executive’s possession, of any nature and in whatever medium, including without limitation all materials containing Confidential Information, and he shall not take with him any such documents, records, files, data or other property, or any reproduction thereof. The Executive shall be entitled to retain possession of his rolodex, the laptop computer provided to him by the Company (including installed software programs and electronic contact information to the extent permissible under the Company’s license rights for such programs, but excluding all data files containing Confidential Information, which shall be removed by Company personnel prior to the Termination Date), the cellular telephone provided to him by the Company, and the furniture and artwork presently in the Executive’s office, including a partner’s desk, four chairs, and a loveseat. The Company shall pay the reasonable costs of moving these items from Company premises to a location designated by the Executive.

10.  Non-Disparagement . The Executive agrees not to make any disparaging or negative comment to any Person regarding (a) the Company or any of its affiliates, (b) any of the owners, directors, officers, shareholders, members, employees, attorneys or agents of the Company or any of its affiliates, (c) the working conditions at the Company, or (d) the circumstances surrounding the Executive’s separation from the Company. The Company agrees that it will not make, and will use commercially reasonable efforts to prevent its directors, officers or employees from making, any disparaging or negative comment to any Person regarding any aspect of the Executive’s employment with or separation from the Company.

11.  Tax Withholding . The Executive acknowledges that all payments and benefits provided under this Agreement that the Company determines constitute taxable compensation shall be reported by the Company as such on IRS Form W-2 or other applicable forms and shall be subject to withholding in respect of applicable federal, state and local income and employment taxes as shall be required pursuant to any law or governmental regulations or ruling.

12.  Severability . The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted.

13.  Assignment; No Third Party Beneficiaries .

(a)  The Company . This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets or any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company may make no other assignment of this Agreement or its obligations hereunder.

(b)  The Executive . The Executive’s rights and obligations under this Agreement shall not be transferable by the Executive by assignment or otherwise, without the prior written consent of the Company; provided , however , that if the Executive shall die, all amounts then payable to the Executive hereunder shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be no such designee, to the Exec