This Mutual Separation Agreement ("Agreement") is entered into by and between Patrick Mullen, on behalf of himself, his agents, assignees, successors, heirs, executors, administrators, beneficiaries, trustees, and personal and legal representatives (collectively, Mr. Mullen), and Tribune Broadcasting Company ("TBC"), on behalf of itself, its parents, including, without limitation, Tribune Company ("Tribune"), subsidiaries, predecessors, successors, affiliates, officers, directors, agents, shareholders, attorneys, employees, employee benefit plans, plan administrators, insurers, assignees, fiduciaries, administrators, trustees, and legal representatives, both past and present (collectively, the "Company"). Mr. Mullen and the Company acknowledge and agree as follows:
1. Separation. Mr. Mullen's employment with the Company shall end effective as of the close of business on October 10, 2005 (the "Separation Date"). After the Separation Date, he shall not have authority to represent or bind the Company, and he shall not act or convey the impression that he is acting on the Company's behalf.
2. Separation Payment and Benefits. In consideration of the covenants set forth herein, and subject to Paragraph 7 below, provided that on or within twenty-one days of the Separation Date ( but not before the Separation Date ) Mr. Mullen returns a signed and dated copy of this Agreement to the Company and does not revoke this Agreement following his execution and delivery of the Agreement, the Company shall provide Mr. Mullen with the following:
Separation Payment : a separation payment of $808,500, less all applicable deductions and taxes, representing 78 weeks of pay, said payment to be made within ten business days of the date he returns a signed, dated and not revoked copy of this Agreement to the Company; and,
Benefits: excluding only short-term disability, long-term disability, business travel accident, and survivor support, and participation in the Company 401(k) plan and flexible spending accounts, Mr. Mullen will continue to participate in benefits in which he participates as of the Separation Date through October 10, 2008 (the "Benefits Termination Date"), under the same terms and conditions as are then applicable to other employees of the Company, provided that Mr. Mullen continues to timely pay any required contributions for these benefits by submitting checks for the employee portion of his benefits to Tribune.
The payment and benefits set forth in this Paragraph exceed any amounts otherwise due to Mr. Mullen upon the separation of his employment with the Company.
3. Exercise of Options. Pursuant to the terms of the Tribune Company Incentive Compensation Plan and the applicable award agreements governing the outstanding options held by Mr. Mullen under such plan, such options shall continue to become and remain exercisable through the Benefits Termination Date or, if earlier, the date he is otherwise removed from the Company payroll pursuant to Paragraphs 6(a) or 21, provided the applicable option has not expired, and the exercise otherwise complies with the prerequisites, terms, and conditions of such option.
4. Vacation Payment. Mr. Mullen will not accrue vacation pay after the Separation Date. Earned but unused vacation as of the Separation Date, if any, will be paid to Mr. Mullen separate and apart from this Agreement and will not be contingent on signing this Agreement.
5. Complete Agreement. Other than as set forth in this Agreement or in a defined benefit plan, if applicable, Mr. Mullen will not be entitled to any salary, bonuses, including, without limitation, Management Incentive Program (MIP) payments, benefits, perquisites, or other compensation whatsoever after the Separation Date. This Agreement constitutes the entire agreement and understanding between Mr. Mullen and the Company regarding the termination of his employment with the Company. This Agreement totally replaces and supersedes any and all prior agreements, arrangements, representations and understandings between him and the Company, written or oral,
express or implied. This Agreement cannot be amended, modified, supplemented or altered except by written amendment signed by him and an authorized representative of the Company.
6. Discontinuance of Separation Payment and Benefits Continuation. (a) If, prior to the Benefits Termination Date, the Company in good faith believes that Mr. Mullen engaged in illegal or unethical business practices while employed by the Company, it shall have the right, upon one (1) week written notice, to discontinue the benefit continuation, to not pay out the separation payment as provided for in Paragraph 2 above, and remove Mr. Mullen from its payroll.
(b) If, prior to the Benefits Termination Date, Mr. Mullen accepts employment with another employer or provides consulting services of any kind, he shall so notify the Company in writing not less than ten (10) days prior to commencing such employment or consulting arrangement. Such notification shall inform the Company of the date on which his employment will begin, whether he is eligible for coverage under a group medical plan, and the identity of the entity employing him. Upon such notification from Mr. Mullen, if Mr. Mullen is eligible for coverage under a group medical plan, he shall cease receiving benefits continuation.
(c) The Restrictive Agreements set forth in Paragraph 8 below (and in each subparagraph thereof) shall remain in full force and effect even if Mr. Mullen is removed from the Company's payroll under Paragraphs 6(a) of 21.
7. Waiver and General Release of Claims: (a) In exchange for the promises made by the Company in this Agreement, Mr. Mullen unconditionally waives and releases all known and unknown, suspected and unsuspected, accrued and unaccrued, fixed and contingent claims and causes of action of any kind that he has or may have against the Company, from the beginning of time through and including the date he signs this Agreement, including but not limited to all claims and causes of action related to or in any way or growing out of Mr. Mullen's dealings with the Company, his employment with the Company and/or the termination of his employment with the Company. The claims and causes of action Mr. Mullen is releasing and waiving include, but are not limited to, any and all claims and causes of action that the Company:
has violated any type of written or unwritten contract, agreement, understanding, policy, benefit, retirement and/or pension plan, promise and/or covenant of any kind, including any covenant of good faith and fair dealing;
has discriminated against Mr. Mullen on the basis of any characteristic or trait protected under any law, including but not limited to race, color, sex, sexual orientation, national origin, ancestry, disability, religion, marital or parental status, citizenship, age, source of income, or entitlement to benefits, in violation of any of the following statutes, as amended, T