FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT (this “Amendment”), dated as of
October 29, 2009, to the Employment Agreement dated as of February 18, 2009 (the
“Employment Agreement”),
by and among LIN TV Corp., a Delaware corporation (“Parent”), and LIN Television
Corporation, a Delaware corporation with its headquarters in Providence, Rhode
Island, and a wholly-owned subsidiary of the Parent (the “Company” and, together with
Parent, the “LIN
Companies”), and Xxxxxxxx X. Xxxxxxx (the “Executive”).
W I T N E S S E T
H:
WHEREAS,
the Executive and the LIN Companies are parties to the Employment Agreement;
and
WHEREAS,
the parties desire to amend the Employment Agreement upon the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the undersigned hereby agree as follows:
1. Defined
Terms. Terms defined in the Employment Agreement and used
herein shall have the meanings given to them in the Employment
Agreement.
2. Amendments to Section
5(b). The following shall be added as a new Section
5(b)(iii):
“5(b)(iii)
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Solely
with respect to calendar year 2009, Executive shall be eligible to receive
a bonus payment calculated as set forth in this paragraph (iii) using a
baseline bonus amount equal to twenty five percent (25%) of the
Performance Bonus Amount (the “2009 Results Bonus Base
Amount”). The amount of the bonus awarded to Executive,
if any, under this paragraph (iii) shall be an amount calculated as a
percentage of the 2009 Results Bonus Base Amount (the “2009 Results Bonus
Percentage”). The 2009 Results Bonus Percentage shall be
the percentage set forth on Schedule 5(b)(2009)
hereto that corresponds to the respective percentage by which
Parent has achieved the EBITDA target established by the Board of Parent
for 2009, as determined by the Compensation Committee of the Board of
Parent. For the avoidance of doubt, for calendar year 2009,
Executive shall be eligible to receive a bonus payment in an amount up to
seventy five percent (75%) of the Performance Bonus Amount, which bonus
payment, if any, shall be determined in the sole discretion of the SVP-CFO
of the LIN Companies and the Compensation Committee, based upon such
factors as each may determine to be relevant, which may include the
performance of the LIN Companies and Executive, general business
conditions, and the relative achievement by Executive or the LIN Companies
of any goals established by the SVP-CFO, the Board of Parent or the
Compensation Committee.”
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3. No Other Amendments;
Confirmation. Except as expressly amended hereby, the
provisions of the Employment Agreement, as amended, are and shall remain in full
force and effect.
4. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may
be delivered by facsimile transmission of the relevant signature pages
hereof.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first above written.
EXECUTIVE:
/s/ Xxxxxxxx X.
Xxxxxxx
Xxxxxxxx
X. Xxxxxxx
XXX TV
CORP.
By: /s/ Xxxxxx X.
Parent
Name:
Xxxxxx X. Parent
Title:
Vice President General Counsel
LIN
TELEVISION CORPORATION
By: /s/ Xxxxxx X.
Parent
Name:
Xxxxxx X. Parent
Title:
Vice President General
Counsel
Schedule 5(b) (2009)
Percent of
EBITDA Bonus
80.0%
Zero
82.0%
32.5%
84.0%
40.0%
86.0%
47.5%
88.0%
55.0%
90.0%
62.5%
92.0%
70.0%
94.0%
77.5%
96.0%
85.0%
98.0%
92.5%
100.0%
100.0%
101.0%
110.0%
102.0%
120.0%
103.0%
130.0%
104.0%
140.0%
105.0%
150.0%
106.0%
160.0%
107.0%
170.0%
108.0% 180.0%
109.0%
190.0%
110.0% 200.0%