1
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT dated as of April 8, 1997 between SAGA COMMUNICATIONS, INC. (the
"Corporation") of 00 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 and
XXXXXX X. XXXXXXXXX (hereinafter referred to as "Christian") of 00 Xxxxxxxx
Xxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000.
WHEREAS, the Corporation wishes to continue to employ Christian as
Chairman, President and Chief Executive Officer of the Corporation on the terms
and conditions herein set forth; and
WHEREAS, Christian wishes to be employed by the Corporation in those
capacities pursuant to such terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Employment Agreement dated as of April 6, 1992 between the Corporation and
Christian is hereby amended and restated to read in its entirety as follows:
1. The Corporation hereby agrees to employ Christian, effective as of the
date hereof, as Chairman, President and Chief Executive Officer of the
Corporation and in such additional capacities for the Corporation and/or its
affiliates as the Corporation may from time to time direct. The term
(hereinafter referred to as "the Term") of Christian's employment under this
Agreement shall commence on the date hereof and, except as it may be earlier
terminated pursuant to the provisions hereof, shall terminate March 31, 2002.
2. Christian hereby accepts such employment and agrees to devote such of
his working time and effort as shall be necessary to perform his duties.
3. During the Term of this Agreement, Christian shall be based in the
Corporation's corporate offices in the Grosse Pointe Farms, Michigan area.
4. The Corporation shall pay to Christian for all services rendered by
him under this Agreement an annual salary at the rate of $350,012 per year,
payable in installments of two (2) week intervals.
In addition, Christian shall be eligible to participate, in accordance with
their terms, in all medical and health plans, life insurance, profit sharing,
pension and such other employment benefits and stock option programs as are
maintained by the Corporation or its affiliates for other key employees
performing services; provided that the Corporation and its affiliates shall at
all times be free to terminate, modify or amend such plans. During the Term the
Corporation will maintain in force all existing policies of insurance on
Christian's life, including the existing split dollar policy and the policy (the
"Note Policy") pledged to secure Christian's $690,700 promissory note to the
Corporation dated December 10, 1992, as amended (the "Note"). During the Term
the Corporation will also maintain in force its existing medical reimbursement
policy.
2
5. In addition to the salary specified in paragraph 4, Christian shall be
entitled to a cost of living increase in his salary effective on the first day
of January in each year, based on the percentage increase in the Consumer Price
Index for all Cities published by the Bureau of Labor Statistics of the United
States Department of Labor (or such other comparable standard as may then be in
effect) during the previous calendar year.
6. In addition to the salary specified in paragraph 4 and the cost of
living adjustment specified in paragraph 5, Christian shall be eligible for
bonuses and/or stock options in such amounts as shall be approved by the Board
of Directors of the Corporation from time to time, it being agreed that
Christian's aggregate compensation in any year under paragraphs 4, 5 and 6
hereof shall not be less than his average aggregate annual compensation for
1994, 1995 and 1996 unless Christian's or the Corporation's performance shall
have declined substantially.
7. The Corporation shall cause Christian to be reimbursed for all
reasonable expenses incurred by him in the performance of his duties hereunder
in each case in accordance with the Corporation's rules and regulations as in
effect from time to time.
8. During his employment hereunder, the Corporation agrees that Christian
shall be furnished with an automobile, either leased or traded out, to be used
in connection with his duties hereunder and such other fringe benefits as have
been afforded him in the past or as are consistent with his position.
9. Christian shall be entitled to a reasonable amount of paid vacation
time in each calendar year, consistent with the provisions of paragraph 2.
10. If Christian, during the Term of this Agreement, shall fail to render
substantially the services required of him hereunder for a continuous period of
six (6) months or an aggregate period of nine (9) months during any eighteen
(18) consecutive months (excluding vacations) by reason of his physical or
mental disability, as determined by a physician acceptable to the Corporation
and Christian, either party shall have the right to terminate this Agreement
effective upon ten (10) days' notice at any time after the six (6) month or nine
(9) month period, as the case may be, so long as the disability is continuing.
11. The Corporation may, by the vote of a majority of disinterested
directors of the Corporation, terminate Christian's employment under this
Agreement at any time "for cause", which term, as used herein, shall mean,
conviction of a felony; willful misconduct; gross neglect of duty; material
breach of fiduciary duty to the Corporation; or material breach of this
Agreement. Christian may be terminated for cause only after not less than ten
(10) days' notice to Christian and an opportunity for Christian to be heard and
to address the charges levied.
12. Christian's employment under this Agreement shall automatically
terminate upon his death or upon the consummation of a sale or transfer of
control of all or substantially all of the assets or stock of the Corporation or
its subsidiaries or the consummation of a merger or consolidation involving the
Corporation in which the Corporation is not the surviving corporation.
Notwithstanding the foregoing, any of the above described transactions which
does not involve an assignment or transfer of control of licenses or permits
issued by the Federal
-2-
3
Communications Commission (excluding for this purpose any so-called pro forma
transfer of control) shall not cause Christian's employment to terminate.
13. In recognition of Christian's service to the Corporation for over ten
years, if Christian remains an employee of the Corporation until the earlier to
occur of (a) March 31, 2002, or (b) a termination of employment under Section 10
or 12, the Corporation will thereupon pay Christian or his estate, as
applicable, an amount in cash equal to (i) the unpaid balance of the Note
(including unpaid interest thereon) as of the date hereof increased at a rate
per annum equal to the interest rate under the Note, from the date hereof
through the date of payment, which amounts may, at the election of the
Corporation, be offset against any amounts owed to the Corporation by Christian
under the Note, less (ii) in the event such termination arises by reason of
Christian's death, the undisputed amount of any life insurance proceeds payable
to Christian under the Note Policy. In addition, the Corporation shall pay
Christian or his estate such amount as is necessary to enable Christian or his
estate to pay all federal and state income tax liabilities (including, without
limitation, liabilities under Internal Revenue Code Sections 280G and 4999)
arising by reason of the foregoing payments and by reason of payments received
pursuant to this sentence, it being the intent of the parties that Christian or
his estate be made whole with respect to the economic effect of all federal and
state income taxes arising under this paragraph 13.
14. Upon termination of Christian's employment under paragraph 12 (other
than by reason of death), the Corporation will thereupon pay Christian an amount
in cash equal to five times the average of Christian's total annual compensation
(including bonuses but excluding stock options and amounts payable under
paragraph 13 above) for each of the three immediately preceding (and not
overlapping) periods of twelve consecutive months. In addition, the Corporation
shall pay Christian such amount as is necessary to enable Christian to pay all
tax liabilities under Internal Revenue Code Sections 280G and 4999 and all
federal and state tax liabilities arising by reason of payments received
pursuant to this sentence, it being the intent of the parties that Christian be
made whole with respect to the economic effect of Internal Revenue Code Sections
280G and 4999 in connection with his employment.
15. Christian agrees that he will not, during the term of this Agreement,
or thereafter, divulge or disclose to unauthorized parties any confidential
matters or facts relating to the operation of the Corporation or its
subsidiaries which may become known to him by reason of his performance of
duties under this Agreement.
16. All material and ideas pertaining to the business of the Corporation
or any of its subsidiaries that are acquired, obtained, created or developed
during the term of this Agreement shall belong solely to the Corporation.
17. At any time during the Term of this Agreement should Christian
voluntarily terminate his employment with the Corporation, or in the event this
Agreement is terminated "for cause" by the Corporation pursuant to the
provisions of Section 10 hereof, Christian agrees that for a period of three (3)
years thereafter he shall not, without written permission from the Corporation,
directly or indirectly own, manage, operate, joint, control, be employed by or
participate in the ownership, management, operation, control of or be connected
in any way with, any radio station
-3-
4
the primary transmitter of which is located within 65 miles of the community of
license of a radio station (i) then operated by the Corporation or any
subsidiary thereof or (ii) then subject to a sale or purchase contract to which
the Corporation or any subsidiary or parent thereof is a party.
18. Any notice hereunder shall be effective if given or tendered by
registered or certified mail, return receipt requested:
if to Saga Communications, Inc., addressed
00 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx, XX 00000
if to Christian, addressed
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxx, XX 00000
or at such other address as may be set forth in a notice hereunder.
19. This Agreement may not be modified or terminated orally and shall not
be assigned by either party without the prior written consent of the other. Any
attempted assignment without such consent shall be void. This Agreement contains
the entire understanding of the parties with respect to its subject matter, and
on entering into it neither party has relied upon any representation, warranty
or covenant not expressly set forth herein.
20. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first set forth.
SAGA COMMUNICATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx
-4-
