EXHIBIT 10.19
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As of June 1, 2001
Xxxxx X. Xxxxxxx
c/o Hearst-Argyle Television, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxxx:
This letter constitutes all of the terms of the Employment Agreement
between you and Hearst-Argyle Television, Inc. ("Hearst-Argyle"). It is subject
to the approval of the Board of Directors of Hearst-Argyle. The terms are as
follows:
1. Legal Name of Employee: Xxxxx X. Xxxxxxx
2. Mailing Address of Employee:
3. Title of Position; Duties: President and Chief Executive Officer.
You agree to carry out the duties performed by the President and Chief
Executive Officer of Hearst-Argyle consistent with past practices and such other
duties as may be assigned to you by the Board of Directors of Hearst-Argyle.
4. Length of Employment. The term of this Agreement will start on June
1, 2001 and continue through May 31, 2003 (the "Term").
5. Salary. You will receive a base salary for all services to
Hearst-Argyle as follows:
a) $750,000 for the period from June 1, 2001 through May 31,
2002; and
b) $785,000 for the period from June 1, 2002 through May 31,
2003.
The salary will be paid according to Hearst-Argyle's payroll practices,
but not
less frequently than twice a month. You acknowledge that you are not entitled to
overtime pay.
In addition it is understood that you are eligible to receive a bonus
that will have a target of 50% of your base salary and a maximum of 90% of your
base salary. The criteria for the bonus will be set by the Compensation
Committee of the Board of Directors of Hearst-Argyle, at its sole discretion.
The bonus is payable only for as long as you work for Hearst-Argyle,
and will be payable only at the end of a complete bonus cycle and is not
proratable, except in the event of your death, when it will be proratable.
In determining the amount of your bonus, the books and records of
Hearst-Argyle are absolute and final and not open to dispute by you.
Hearst-Argyle will pay any bonus due you by March 31 of the year following the
year for which the bonus is applicable.
In addition to the foregoing compensation, effective June 1, 2001 and
for the remainder of the Term, Hearst-Argyle will also provide you with certain
other benefits which shall include the following items: an automobile allowance
or reimbursement, executive life insurance, club membership allowance or
reimbursement, Supplemental Retirement Plan (SERP) benefits, executive medical
benefits and such other benefits offered or provided to other members of the
Executive Group of The Hearst Corporation. Such benefits shall not be less than
the benefits provided to you with respect to such items as of the effective date
of this Agreement.
6. Exclusive Services. You agree that you will work only for
Hearst-Argyle, and will not render services or give business advice, paid or
otherwise, to anyone else, without getting Hearst-Argyle's written approval.
However, you may participate as a member of the board of directors of other
organizations and in charitable and community organizations, but
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only if such activities do not conflict or interfere with your work for
Hearst-Argyle, and if such work is approved in advance by Hearst-Argyle, which
approval will not be unreasonably withheld. You acknowledge that your services
will be unique, special and original and will be financially and competitively
valuable to Hearst-Argyle, and that your violation of this paragraph will cause
Hearst-Argyle irreparable harm for which money damages alone would not
adequately compensate Hearst-Argyle. Accordingly, you acknowledge that if you
violate this paragraph, Hearst-Argyle has the right to apply for and obtain
injunctive relief to stop such violation (without the posting of any bond, and
you hereby waive any bond-posting requirements in connection with injunctive
relief), in addition to any other appropriate rights and remedies it might
lawfully have.
7. No Conflicts. You agree that there is no reason why you cannot make
this Agreement with Hearst-Argyle, including, but not limited to, having a
contract, written or otherwise, with another employer.
8. Termination of Employment.
(a) Hearst-Argyle has the right to end this Agreement:
i) Upon your death; or
ii) For cause, which shall mean (A) indictment for a
felony, (B) failure to carry out, or neglect or
misconduct in the performance of, your duties
hereunder or a breach of this Agreement; (C) willful
failure to comply with applicable laws with respect
to the conduct of Hearst-Argyle's business, (D)
theft, fraud or embezzlement resulting in gain or
personal enrichment, directly or indirectly, to you
at Hearst-Argyle's expense, (E) addiction to an
illegal drug, (F) conduct or involvement in a
situation that
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brings, or may bring, you into public disrespect,
tends to offend the community or any group thereof,
or embarrasses or reflects unfavorably on
Hearst-Argyle's reputation, or (G) willful failure to
comply with the reasonable directions of the Board of
Directors of Hearst-Argyle; or
iii) Without cause pursuant to Paragraph 8(b) below.
(b) This Agreement may be terminated (i) by Hearst-Argyle or its
successor without cause or (ii) by you within 60 days of a Change in Control (as
defined below) (or, notwithstanding Paragraph 8(a)(i), by you or your legal
representative within such 60-day period, if you die while still employed),
provided that, in the case of either clauses (i) or (ii) of this Paragraph 8(b),
you or your legal representative execute and deliver a general release in favor
of Hearst-Argyle in the form reasonably required by Hearst-Argyle, and such
release has become irrevocable, and if such termination occurs, then you (or
your estate, in the case of your death) will receive the payments and benefits
under this Agreement for the remainder of the Term as if no termination had
occurred; it being expressly acknowledged and agreed that, with respect to
bonuses, and in lieu of the bonuses contemplated by the third paragraph of
Paragraph 5, you (or your estate, in the case of your death) shall be entitled
to receive (at the times that would have applied absent termination) (x) any
accrued but unpaid bonus, and (y) for any future unpaid bonuses that otherwise
would have been payable during the Term, bonuses payable at the target level of
50% of base salary. Notwithstanding the foregoing, if you breach Paragraphs 10
or 11, Hearst-Argyle's obligations under this Paragraph 8(b) shall immediately
cease, and you (and your estate, in the case of your death) shall have no
further rights under this Agreement. For purposes of this Agreement, a Change in
Control shall be deemed to occur if, and only if, Hearst-Argyle ceases to be
controlled by or under common
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control with The Hearst Corporation or its affiliates.
9. Payment for Plugs. You acknowledge that you are familiar with
Sections 317 and 508 of the Communications Act of 1934 and are aware that it is
illegal without full disclosure to promote products or services in which you
have a financial interest. You agree not to participate in any such promotion
under any circumstances and understand that to do so is a violation of law as
well as a cause for termination. Also, you agree that you will not become
involved in any financial situation which might compromise or cause a conflict
with your obligations under this paragraph or this Agreement without first
talking with Hearst-Argyle about your intentions and obtaining Hearst-Argyle's
written consent.
10. Confidentiality. You agree that while employed by Hearst-Argyle and
after this Agreement is terminated or expires, you will not use or divulge or in
any way distribute to any person or entity, including a future employer, any
confidential information of any nature relating to Hearst-Argyle's business. You
will surrender to Hearst-Argyle at the end of your employment all its property
in your possession. If you breach this paragraph, Hearst-Argyle has the right to
apply for and obtain injunctive relief to stop such a violation, in addition to
its other legal remedies, as outlined in Paragraph 6.
You agree to keep the terms of this Agreement confidential from
everybody except your professional advisors and family.
11. Non-Solicitation; Non-Hire. You agree that for two (2) years after
the expiration or termination of this Agreement, you will not hire, solicit, aid
or suggest to any (i) employee of Hearst-Argyle, its subsidiaries or affiliates,
(ii) independent contractor or other service provider or (iii) any customer,
agency or advertiser of Hearst-Argyle, its subsidiaries or affiliates to
terminate such relationship or to stop doing business with Hearst-Argyle, its
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subsidiaries or affiliates.
If you violate this provision, Hearst-Argyle will have the same right
to injunctive relief as outlined in Paragraph 6, as well as any other remedies
it may have. If any court of competent jurisdiction finds any part of this
paragraph unenforceable as to its duration, scope or geographic area, it shall
be deemed amended to conform to the scope that would permit it to be enforced.
12. Officer; Director. Upon request, you agree that you will serve
as an officer or director, in addition to your present position, of
Hearst-Argyle or any affiliated entity, without additional pay.
13. Continuation of Agreement. This Agreement and your employment shall
terminate upon the expiration of the Term (unless terminated earlier pursuant to
Paragraph 8 hereof), provided that if Hearst-Argyle gives you written notice of
extension then this Agreement shall continue on a month-to-month basis until the
earlier of (i) the commencement of a renewal or extension agreement between you
and Hearst-Argyle, or (ii) termination of this Agreement by either party on
fifteen days written notice to the other.
14. Assignment of Agreement. Subject to Paragraph 8(b) hereof,
Hearst-Argyle has the right to transfer this Agreement to a successor, to a
purchaser of substantially all of its assets or its business or to any parent,
subsidiary, or affiliated corporation or entity and you will be obligated to
carry out the terms of this Agreement for that new owner or transferee. You have
no right to assign this Agreement, and any attempt to do so is null and void.
15. State Law. This Agreement will be interpreted under the laws of
the State of New York, without regard to conflicts or choice of law rules.
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16. No Other Agreements. This Agreement is the only agreement
between you and Hearst-Argyle. It supersedes any other agreements, amendments
or understandings you and Hearst-Argyle may have had (including the Employment
Agreement dated as of January 1, 1999 between you and Hearst-Argyle). This
Agreement may be amended only in a written document signed by both parties.
17. Approvals. In any situation requiring the approval of
Hearst-Argyle, such approval must be given by the Board of Directors of
Hearst-Argyle.
18. Dispute Resolution. Hearst-Argyle and Employee agree that any
claim which either party may have against the other under local, state or
federal law including, but not limited to, matters of discrimination, matters
arising out of the termination or alleged breach of this Agreement or the terms,
conditions or termination of employment, will be submitted to mediation and, if
mediation is unsuccessful, to final and binding arbitration in accordance with
Hearst-Argyle's Dispute Settlement Procedure ("Procedure"), of which Employee
has received a copy. During the pendency of any claim under this Procedure,
Hearst-Argyle and Employee agree to make no statement orally or in writing
regarding the existence of the claim or the facts forming the basis of such
claim, or any statement orally or in writing which could impair or disparage the
personal or business reputation of Hearst-Argyle or Employee. The Procedure is
hereby incorporated by reference into this Agreement.
19. Correspondence. All correspondence between you and
Hearst-Argyle will be written and sent by certified mail, return receipt
requested, or by personal delivery or courier, to the following addresses:
If to Hearst-Argyle: General Counsel
Hearst-Argyle Television, Inc.
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000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to Employee: Xxxxx X. Xxxxxxx
c/o Hearst-Argyle Television, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Either party may change its address in writing sent to the above
addresses.
20. Severability. If a court decides that any part of this Agreement
is unenforceable, the rest of the Agreement will survive.
21. Originals of Agreement. This Agreement may be signed in any
number of counterparts, each of which shall be considered an original.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Title: Vice President, General
Counsel and Secretary
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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