EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of June, 1996, by and between BENEDEK
BROADCASTING CORPORATION, a Delaware corporation, with offices at 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 (hereinafter called the "Company") and A.
XXXXXXX XXXXXXX, residing at 000 Xxxxxxx Xxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called "Executive").
W I T N E S S E T H
WHEREAS, the Company desires to employ Executive and Executive is willing
to undertake such employment on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Employment. The Company hereby employs Executive as its Chief Executive
Officer to perform such supervisory or executive duties on behalf of the Company
as the Board of Directors of the Company may from time to time determine.
2. Duties. Executive hereby accepts such employment and agrees that
throughout the period of his employment hereunder, he will devote substantially
all of his business time and his attention, knowledge and skills, faithfully,
diligently and to the best of his ability, in furtherance of the business of the
Company, will perform the duties of the Company's Chief Executive Officer,
subject, at all times, to the direction and control of the Board of Directors of
the Company. Executive shall at all times be subject to, observe and carry out
such rules, regulations, policies, directions and restrictions as the Board of
Directors of the Company shall from time to time establish. During the period of
Executive's employment hereunder, Executive shall not be entitled to additional
compensation for serving in any office of the Company or any of its subsidiaries
to which he is elected.
3. Term. Executive shall be employed for a term of four years commencing as
of the 1st day of June, 1996, and ending on the 31st day of May, 2000. After the
expiration of the term, the employment of the Executive shall continue "at will"
until terminated for any reason by either Executive or the Company upon 90 days'
prior written notice.
4. Compensation. As full compensation for his services hereunder, the
Company will pay to Executive the following:
4.1 Base Salary. A base salary at the rate of $525,000 (the "Initial
Base Salary") per annum during 1996 and such amount not less than the Initial
Base Salary as the Company and Executive may agree upon as to each year
thereafter. The Company shall pay Executive the base salary in accordance with
the Company's normal payroll practices. Executive shall also be eligible to
receive a bonus in respect of each fiscal year of the term of this Agreement in
such amount as the Company may determine.
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4.2 Additional Benefits. Executive shall also be entitled to
participate, to the extent he is eligible under the terms and conditions
thereof, in any pension, profit-sharing, retirement, hospitalization, insurance,
medical service, or other employee benefit plan generally available to the
executives of the Company which may be in effect from time to time during the
period of his employment hereunder, it being understood that the Company shall
pay the entire cost of any health insurance or disability insurance maintained
by the Company for Executive in accordance with the Company's policies generally
in effect. Except for such health insurance and disability insurance, the
Company shall be under no obligation to institute or continue the existence of
any such employee benefit plan and may from time to time amend, modify or
terminate any such employee benefit plan.
4.3 Vacations. Executive shall be entitled to a paid vacation (in
addition to Company-wide holiday periods) during the period of his employment by
the Company in accordance with the Company's vacation policies for employees of
comparable level, as in effect from time to time. Executive's employment by the
Company in any year is not a precondition to Executive's entitlement to vacation
time in the year subsequent thereto.
5. Reimbursement. The Company shall reimburse Executive for all expenses
reasonably incurred by him in connection with the performance of his duties
hereunder and the business of the Company, upon the submission to the Company of
appropriate vouchers therefor, provided that such expenses shall in all events
be incurred in accordance with and within applicable limits under the Company's
expense reimbursement policy in effect from time to time.
6. Non-Compete.
6.1 Executive shall not, during the full term of this Agreement, for
himself or on behalf of any other person, partnership, corporation or entity,
directly or indirectly, or by action in concert with others, own, manage,
operate, join, control, participate in, invest in, or otherwise be connected
with, in any manner, whether as an officer, director, employee, partner,
investor or otherwise, any business entity which is engaged in any business in
which the Company or any of its subsidiaries is currently engaged or is engaged
at the time of termination of Executive's employment hereunder. Nothing herein
contained shall be deemed to prohibit Executive from investing his funds in
securities of a company if the securities of such company are listed for trading
on a national stock exchange or traded in the over-the-counter market and
Executive's holdings therein represent less than one (1%) percent of the total
number of shares or principal amount of other securities of such company
outstanding.
6.2 Executive acknowledges that the provisions of this Paragraph 6 are
reasonable and necessary for the protection of the Company, and that each
provision, and the period or periods of time, geographic areas and types and
scope of restrictions on the activities specified herein are, and are intended
to be divisible. In the event that any provision of this Paragraph 6, including
any sentence, clause or part hereof, shall be deemed contrary to law or invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions shall not be affected, but shall, subject to the discretion
of such court, remain in full force and effect and any invalid and unenforceable
provisions shall be deemed, without further action on the part of the parties
hereto, modified, amended and limited to the extent necessary to render the same
valid and enforceable.
7. Confidentiality. Executive shall hold in a fiduciary capacity for the
benefit of the Company all information, knowledge and data relating to or
concerned with its operations, sales,
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business and affairs, and he shall not, at any time hereafter, use, disclose or
divulge any such information, knowledge or data to any person, firm or
corporation other than to the Company or its designees or except as may
otherwise be required in connection with the business and affairs of the
Company.
8. Property Rights. Any invention, improvement, design, development or
discovery conceived, developed, created or made by Executive alone or with
others, during the period of his employment hereunder and applicable to the
business of the Company, whether or not patentable or registrable, shall become
the sole and exclusive property of the Company. Executive shall disclose the
same promptly and completely to the Company and shall, during the period of his
employment hereunder and at any time from time to time thereafter (i) execute
all documents requested by the Company for vesting in the Company the entire
right, title and interest in and to the same, (ii) execute all documents
requested by the Company for filing and prosecuting such applications for
patents, trademarks and/or copyrights as the Company, in its sole discretion,
may desire to prosecute, and (iii) give the Company all assistance it reasonably
requires, including the giving of testimony in any suit, action or proceeding,
in order to obtain, maintain and protect the Company's right therein and
thereto.
9. Remedies. The parties hereto acknowledge that Executive's services are
unique and that, in the event of a breach or a threatened breach by Executive of
any of his obligations under this Agreement, the Company will not have an
adequate remedy at law. Accordingly, in the event of any such breach or
threatened breach by Executive, the Company shall be entitled to such equitable
and injunctive relief as may be available to restrain Executive and any
business, firm, partnership, individual, corporation or entity participating in
such breach or threatened breach from the violation of the provisions hereof.
Nothing herein shall be construed as prohibiting the Company from pursuing any
other remedies available at law or in equity for such breach or threatened
breach, including the recovery of damages and the immediate termination of the
employment of Executive hereunder.
10. Executive's Representations and Warranties. Executive represents and
warrants to the Company that (i) Executive has the unfettered right to enter
into this Agreement on the terms and subject to the conditions hereof, and (ii)
neither the execution and delivery of this Agreement by Executive nor the
performance by Executive of any of Executive's obligations hereunder constitute
or will constitute a violation or breach of, or a default under, any Agreement,
arrangement or understanding, or any other restriction of any kind, to which
Executive is a party or by which Executive is bound.
11. Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings among the parties or any of them. There are
no representations, warranties, agreements or understandings other than
expressly contained herein. No termination, alteration, modification, variation
or waiver of this Agreement or any of the provisions hereof shall be effective
unless in writing and signed by the party against whom enforcement thereof is
sought.
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12. Notice. Any notice required, permitted or desired to be given pursuant
to any of the provisions of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if sent by certified or registered
mail, return receipt and postage prepaid, hand delivered, overnight delivery
service or sent by telephone facsimile as follows:
If to the Company, to it at:
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: President
Facsimile: 000-000-0000
with a copy to:
Xxxx X. Xxxxxxx
Shack & Xxxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
If to Executive, to him at:
000 Xxxxxxx Xxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Either of the parties hereto may at any time and from time to time change the
address to which notice shall be sent hereunder by notice to the other party
given under this Paragraph 12. The date of the giving of any notice sent by mail
shall be the date of the posting of the mail.
13. Assignment. Neither this Agreement nor the right to receive any
payments hereunder may be assigned by Executive. It is the intention of the
parties hereto that Executive remain employed pursuant to the provisions hereof
by any successor of the Company, whether by merger, consolidation, acquisition
of all or substantially all of the business or assets, or otherwise, and the
Company shall have the right to assign this Agreement to any such successor in
interest. This Agreement shall be binding upon Executive, his heirs, executors
and administrators and upon the Company, its successors and assigns.
14. Waiver. No course of dealing nor any delay on the part of the Company
in exercising any rights hereunder shall operate as a waiver of any such rights.
No waiver of any default or breach of this Agreement shall be deemed a
continuing waiver or a waiver of any other breach or default.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed entirely therein and each party hereto, by their
execution of this Agreement, hereby consents to the personal jurisdiction of the
courts of the State of New York and the Federal courts located within such State
in connection with any dispute arising under or related to this Agreement and
further agrees that service of process in any such action may be made by
certified mail to the address set forth herein.
16. Severability. Should any clause, paragraph or part of this Agreement be
held or declared to be void or illegal for any reason, all other clauses,
paragraphs or parts of this Agreement
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which can be effected without such illegal clause, paragraph or part shall
nevertheless remain in full force and effect. If, in the opinion of any court,
any clause, paragraph or part of this Agreement is unreasonable or
unenforceable, such court shall have the right, power and authority to excise or
modify such provisions, or portions thereof, of this Agreement as to the court
shall not be reasonable or enforceable and to enforce the remainder of such
clause, paragraph or part as so excised or modified.
17. Binding Effect. This document is not intended to constitute an
agreement, commitment, or offer of employment binding upon the Company until and
unless executed on behalf of the Company, as provided below, and no
representative of the Company has authority to make any commitment or to give
any assurance to the contrary.
18. Headings. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not constitute a part hereof or affect in any way
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.
BENEDEK BROADCASTING CORPORATION
By: /s/ K. Xxxxx Xxxxx
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/s/ A. Xxxxxxx Xxxxxxx
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A. Xxxxxxx Xxxxxxx
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