EXHIBIT 10.18
EXECUTION COPY
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of December 31, 1999,
by and between Xxxxxx Xxxxxxxxxx an individual resident of Indiana
("Xxxxxxxxxx"), and Nexstar Broadcasting Group, Inc., a Delaware corporation
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(the "Company").
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The Company desires to retain the services of Xxxxxxxxxx as its
Corporate News Director, and Xxxxxxxxxx desires to be employed by the Company in
such capacity on the terms and conditions set forth in this Agreement.
On the date of this Agreement, Xxxxxxxxxx has become party to (a) the
Amended and Restated Limited Liability Company Agreement dated as of January 5,
1998 (as in effect from time to time, the "LLC Agreement") among the members of
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Nexstar Broadcasting Group, L.L.C., a Delaware limited liability company (the
"LLC"), and (b) the Second Amended and Restated Investors Agreement dated as of
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January 5, 1998 (as in effect from time to time, the "Investors Agreement")
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among the LLC and its members.
In consideration of the mutual promises set forth herein and the
mutual benefits to be derived from this Agreement, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Positions and Duties. Subject to the terms and conditions of
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this Agreement, during the term of this Agreement the Company will employ
Xxxxxxxxxx. Effective on and as of the date of this Agreement, Xxxxxxxxxx will
serve as the Vice President -- Corporate News Director of the Company and the
LLC. In such position, Xxxxxxxxxx will perform such duties of a managerial
nature as are assigned to her from time to time by the Company's chief executive
officer (the "CEO") and/or its Board of Directors (the "Board"). Xxxxxxxxxx
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will devote her best efforts to her employment with the Company and will devote
substantially all of her business time and attention to the performance of her
duties under this Agreement; provided that the foregoing will not preclude
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Xxxxxxxxxx from devoting reasonable time to the supervision of her personal
investments, civic and charitable affairs, so long as such activities do not
materially interfere with the performance of Xxxxxxxxxx'x duties hereunder.
2. Term of Employment. Except if terminated earlier as provided
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below, the Company's employment of Xxxxxxxxxx under this Agreement will continue
until January 1, 2004; provided, however, that the term of employment under this
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Agreement will be automatically renewed for successive one-year periods unless,
at least ninety (90) days prior to the end of the then current term of
employment under this Agreement, Xxxxxxxxxx or the Company gives written notice
to the other of the notifying party's intent not to renew the term of employment
under this Agreement as of the end of the then current term.
3. Termination. The Company's employment of Xxxxxxxxxx under this
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Agreement will terminate prior to the end of the term specified in Paragraph 2
only under the following circumstances:
(a) Death. Xxxxxxxxxx'x death, in which case Xxxxxxxxxx'x employment
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will terminate on the date of death;
(b) Disability. If, as a result of Xxxxxxxxxx'x illness, physical or
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mental disability or other incapacity resulting in Xxxxxxxxxx'x inability
to perform, with or without reasonable accommodation (as defined under the
Americans with Disabilities Act), Xxxxxxxxxx'x duties under this Agreement
for any period of six (6) consecutive months, and within thirty (30) days
after written notice of termination is given by the Company to Xxxxxxxxxx
(which may occur before or after the end of such six-month period),
Xxxxxxxxxx will not have returned to the performance of Xxxxxxxxxx'x duties
hereunder on a full-time basis, the Company may terminate Xxxxxxxxxx'x
employment hereunder as of the latest of (i) the expiration of such six-
month period or (ii) the thirty-first (31st) day following the giving by
the Company of the written notice of termination;
(c) Consolidation, Merger or Comparable Transaction. In the event
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that the LLC consolidates with or merges with and into any other Person,
effects a share exchange, enters into a comparable capital transaction or
has any or all of its equity securities sold to one or more third parties,
in each case such that the beneficial owners of a majority of the voting
power represented by the securities of the LLC have changed (treating any
Person and the affiliates of such Person as being one and the same Person),
or if the LLC sells all or substantially all of its consolidated assets,
then Xxxxxxxxxx'x employment may, by written notice of termination, be
terminated by the Company or Xxxxxxxxxx simultaneously with the
consummation of such consolidation, merger, share exchange, asset sale,
stock sale or comparable transaction;
(d) Termination by the Company for Cause. The Company may terminate
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Xxxxxxxxxx'x employment at any time for Cause, such termination to be
effective as of the date stated in a written notice of termination
delivered by a majority of the Board to Xxxxxxxxxx. Any termination under
this Paragraph 3(d) will not also be deemed to be a termination under
Paragraph 3(e). For the purposes of this Agreement, "Cause" is defined to
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mean any of the following activities by Xxxxxxxxxx: (i) the conviction of
Xxxxxxxxxx for a felony or a crime involving moral turpitude or the
commission of any act involving dishonesty, disloyalty or fraud with
respect to the Company or any of its subsidiaries or affiliates, in each
instance which has caused or is reasonably likely to cause material harm to
the Company; (ii) substantial repeated failure to perform duties which are
reasonably directed by the Board and which are consistent with the terms of
this Agreement and the office specified in Xxxxxxxxx 0, (xxx) gross
negligence or willful misconduct with respect to
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the Company or any of its subsidiaries or affiliates, in each instance
which has caused or is reasonably likely to cause material harm to the
Company; or (iv) any other material breach of a material provision of this
Agreement, the Investors Agreement or the LLC Agreement which is not cured
within thirty (30) days after written notice thereof to Xxxxxxxxxx;
(e) Termination by the Company Other Than for Cause. The Company may
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terminate Xxxxxxxxxx'x employment for any reason or for no reason upon
thirty (30) days prior written notice to Xxxxxxxxxx, subject to payment of
the termination payments specified in Paragraph 6. Such termination will
be effective as of the date stated in a written notice of termination
delivered by a majority of the Board to Xxxxxxxxxx;
(f) Termination by Xxxxxxxxxx With Good Reason. Xxxxxxxxxx may
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terminate her employment hereunder at any time for Good Reason, such
termination to be effective as of the date stated in a written notice of
termination delivered by Xxxxxxxxxx to the Company. For purposes of this
Agreement, "Good Reason" will mean (i) a material reduction in the duties
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or position of Xxxxxxxxxx, or (ii) a material breach by the Company or the
LLC of a material provision of this Agreement, the Investors Agreement or
the LLC Agreement which adversely affects Xxxxxxxxxx and which has not been
cured by the breaching entity within thirty (30) days after Xxxxxxxxxx
gives written notice of noncompliance to such entity;
(g) Termination by Xxxxxxxxxx Without Good Reason. Xxxxxxxxxx may
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terminate her employment hereunder for any reason or for no reason upon
thirty (30) days prior written notice to the Company. Such termination
will be effective as of the date stated in a written notice of termination
delivered by Xxxxxxxxxx to the Company; or
(h) Retirement. The Company may require Xxxxxxxxxx to retire upon
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attaining age 65 if such action does not violate applicable law; such
action will not be treated as a termination by the Company for purposes of
Paragraph 3(d) or 3(e).
In no event will the termination of Xxxxxxxxxx'x employment affect the rights
and obligations of the parties set forth in this Agreement, except as expressly
set forth herein. Any termination of Xxxxxxxxxx'x employment pursuant to this
Paragraph 3 will be deemed to include a resignation by Xxxxxxxxxx of all
positions with the Company, the LLC and each of their respective subsidiaries
and affiliates.
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4. Compensation.
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(a) Base Salary. During the term of this Agreement, Xxxxxxxxxx will
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be entitled to receive an annual base salary ("Base Salary") at the rate
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specified below:
Period Base Salary
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From the date of this Agreement through December 31, 1999...... $105,000
From January 1, 2000 through December 31, 2000................. $110,000
From January 1, 2001 through December 31, 2001................. $115,000
From January 1, 2002 through December 31, 2002................. $120,000
After December 31, 2002........................................ $125,000
(b) Bonus. After the end of each Company fiscal year during the term
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of this Agreement, Xxxxxxxxxx will be entitled to receive an annual bonus
(the "Bonus"), in an amount, if any, in an amount as the CEO may determine
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is appropriate in his or her sole discretion.
(c) Payment. Xxxxxxxxxx'x Base Salary will be paid ratably during
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each 12-month period under this Agreement on a basis consistent with other
Company executives. The Bonus provided in Paragraph 4(b), if granted by the
CEO, will be paid in a single payment within thirty (30) days after the
independent certified public accountants regularly employed by the Company
have made available to the Company the audited financial statements for the
appropriate fiscal year. All payments under this Agreement will be subject
to withholding or deduction by reason of the Federal Insurance Contribution
Act, Federal income tax, state income tax and all other applicable laws and
regulations.
5. Fringe Benefits. During the term of this Agreement, Xxxxxxxxxx
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will be entitled to receive, at the Company's expense, medical, other insurance
coverage, and paid vacation as described in the Company's employee handbook.
During the term of this Agreement, the Company will reimburse Xxxxxxxxxx for all
approved business expenses which Xxxxxxxxxx incurs on the Company's behalf, upon
presentation of appropriate documentation.
6. Termination Payments. Xxxxxxxxxx (or Xxxxxxxxxx'x estate
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pursuant to Paragraph 6(a)) will be entitled to receive the following payments
upon termination of Xxxxxxxxxx'x employment hereunder:
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(a) In the event of the termination of Xxxxxxxxxx'x employment
pursuant to any of the following provisions:
Paragraph 3(a) [Death]
Paragraph 3(b) [Disability]
Paragraph 3(d) [By the Company For Cause]
Paragraph 3(g) [By Xxxxxxxxxx Without Good Reason]
Paragraph 3(h) [Retirement]
the Company will pay to Xxxxxxxxxx (or Xxxxxxxxxx'x estate, as the case may
be) as soon as practicable following such termination all accrued and
unpaid Base Salary as of the date of termination as provided in Paragraph 4
and an amount (calculated at the rate of the Base Salary in effect on such
date) in respect of all accrued but unutilized vacation time as of such
date.
(b) In the event of termination of Xxxxxxxxxx'x employment pursuant
to any of the following provisions:
Paragraph 3(c) [Consolidation, Merger or Comparable
Transaction]
Paragraph 3(e) [By the Company Other Than For Cause]
Paragraph 3(f) [Good Reason]
the Company will pay Xxxxxxxxxx the amounts described in Paragraph 6(a) and
will continue to pay the Base Salary which otherwise would be due to
Xxxxxxxxxx for a period six (6) months after the date of such termination.
For such period, the Company will also continue to provide coverage (at the
Company's expense) under any medical insurance plan available pursuant to
Paragraph 5 in which Xxxxxxxxxx was a participant at the time of the
termination of Xxxxxxxxxx'x employment under this Agreement (or such other
medical coverage as the Company provides to its employees generally from
time to time during such period).
Without limiting the remedies available to the Company for breach by Xxxxxxxxxx
of Paragraph 7 if Xxxxxxxxxx violates the provisions of Paragraph 7 after the
termination of Xxxxxxxxxx'x employment with the Company in a manner reasonably
determined by the Board to be injurious to the Company, then Xxxxxxxxxx will
forfeit any payments under this Paragraph 6 which are unpaid at the time such
violation occurs.
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7. Covenant Not to Compete and Non-Disclosure.
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(a) During the term of Xxxxxxxxxx'x employment pursuant to this
Agreement and for a period of one (1) year thereafter, Xxxxxxxxxx
covenants and agrees that Xxxxxxxxxx will not within any DMA (as determined
from time to time by the X. X. Xxxxxxx Company) in which the Company
operates a television broadcast facility on the date of termination (or in
which the Company has agreed to acquire, or the Board has approved pursuing
(and the Company has not abandoned) the acquisition of, a television
broadcast facility on or prior to the date of termination) whether directly
or indirectly, with or without compensation, (x) enter into or engage in
the business of television broadcasting, or (y) be employed by, act as a
consultant to, act as a director of or own beneficially five percent (5%)
or more of any class of equity or debt securities of any corporation or
other commercial enterprise in the business of television broadcasting, or
(z) solicit or do any business with respect to television broadcasting with
any existing customers of the Company. During the one (1) year after
Xxxxxxxxxx'x employment with the Company terminates, neither Xxxxxxxxxx nor
any of Xxxxxxxxxx'x affiliates will hire, solicit, employ or contract with
respect to employment any officer or employee of the Company. For purposes
of this Paragraph 7, the term "Company" will include the Company, the LLC
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and each subsidiary or other affiliate of any of them; provided that the
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term "Company" will not include any affiliates of the Company who are
affiliates of the Company solely by reason of being affiliates of ABRY
Broadcast Partners II, L.P. ("ABRY II") or ABRY Broadcast Partners III,
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L.P. (together with ABRY II, "ABRY").
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(b) Xxxxxxxxxx agrees to disclose promptly to the Company and does
assign and agree to assign to the Company, free from any obligation to
Xxxxxxxxxx, all Xxxxxxxxxx'x right, title and interest in and to any and
all ideas, concepts, processes, improvements and inventions made,
conceived, written, acquired, disclosed or developed by Xxxxxxxxxx, solely
or in concert with others, during the term of Xxxxxxxxxx'x employment by
the Company, which relate to the business, activities or facilities of the
Company, or resulting from or suggested by any work Xxxxxxxxxx may do for
the Company or at its request. Xxxxxxxxxx further agrees to deliver to the
Company any and all drawings, notes, photographs, copies, outlines,
specifications, memoranda and data relating to such ideas, concepts,
processes, improvements and inventions, to cooperate fully during
Xxxxxxxxxx'x employment and thereafter in the securing of copyright,
trademark or patent protection or other similar rights in the United States
and foreign countries, and to give evidence and testimony and to execute
and deliver to the Company all documents requested by it in connection
therewith.
(c) Except as expressly set forth below, Xxxxxxxxxx agrees, whether
during Xxxxxxxxxx'x employment pursuant to this Agreement or thereafter,
except as authorized or directed by the Company in writing or pursuant to
the normal exercise of Xxxxxxxxxx'x responsibilities hereunder, not to
disclose to others, use for Xxxxxxxxxx'x benefit, copy or make notes of any
confidential knowledge or trade secrets or any other knowledge or
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information of or relating to the business, activities or facilities of the
Company or any of its affiliates which may come to Xxxxxxxxxx'x knowledge
during Xxxxxxxxxx'x employment pursuant to this Agreement or thereafter.
Xxxxxxxxxx will not be bound to this obligation of confidentiality and
nondisclosure if:
(i) the knowledge or information will become part of the
public domain by publication or otherwise through no fault of
Xxxxxxxxxx;
(ii) the knowledge or information is disclosed to the recipient
by a third party and Xxxxxxxxxx reasonably believes such third party
is in lawful possession of the knowledge or information and has the
lawful right to make disclosure thereof; or
(iii) Xxxxxxxxxx is required to disclose such information
pursuant to applicable law or by a court of competent jurisdiction.
(d) Upon termination of employment pursuant to this Agreement,
Xxxxxxxxxx will deliver to the Company all records, notes, data, memoranda,
photographs, models and equipment of any nature which are in Xxxxxxxxxx'x
possession or control and which are the property of the Company.
(e) The parties understand and agree that the remedies at law for
breach of the covenants in this Paragraph 7 would be inadequate and that
the Company will be entitled to injunctive or such other equitable relief
as a court may deem appropriate for any breach of these covenants. If any
of these covenants will at any time be adjudged invalid to any extent by
any court of competent jurisdiction, such covenant will be deemed modified
to the extent necessary to render it enforceable.
8. Equity Interests.
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(a) Contemporaneous with the execution and delivery of this
Agreement, Xxxxxxxxxx has voluntarily elected to purchase 3,110 Class C-2
Interests of the LLC (the "Class C-2 Interests") at $.3856 per interest
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(for an aggregate purchase price of $1,199.22 for such Class C Interests).
(b) If Xxxxxxxxxx'x employment with the Company is terminated, except
as contemplated by Paragraph 3(a) [Death] or Paragraph 3(c) [Consolidation,
Merger or Comparable Transaction], then the LLC will have the right, exercisable
at any time within ninety (90) days after the date of termination of employment,
to repurchase for cash the percentage of the aggregate amount of all of
Xxxxxxxxxx'x Class C-2 Interests at Xxxxxxxxxx'x original purchase price for
such Class C-2 Interests, in accordance with the following schedule:
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Percentage of
Interests Which May be
Repurchased
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Termination Before January 1, 2000 100%
Termination On or After January 1, 2000
But Before January 1, 2001 90%
Termination On or After January 1, 2001
But Before January 1, 2002 70%
Termination On or After January 1, 2002
But Before January 1, 2003 50%
Termination On or After January 1, 2003
But Before January 1, 2004 25%
Termination On or After January 1, 2004 0%
If Xxxxxxxxxx'x employment is terminated pursuant to Paragraph 3(a) or
3(c), then the LLC's right to purchase Xxxxxxxxxx'x Class C-2 Interests
pursuant to this Paragraph 8(b) will automatically terminate.
(c) The closing for any purchase and sale of Class C-2 Interests
pursuant to Paragraph 8(b) will be at the principal executive offices of
the Company at a mutually acceptable time, but in no event more than thirty
(30) days after the date an option to purchase is exercised; provided that
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to the extent such purchase is prohibited under the Company's, the LLC's or
any of their respective subsidiaries' debt financing agreements, such
purchase will occur not more than thirty (30) days after the date on which
all such prohibitions will have been waived or removed.
(d) Appropriate legends will be placed on any certificate
representing any of Xxxxxxxxxx'x Class C-2 Interests referencing the
rights, restrictions and obligations of the LLC with regard to such
Interests.
(e) For purposes of this Agreement, references to Xxxxxxxxxx'x Class
C-2 Interests will be deemed to include any Interests of such type directly
or indirectly transferred by Xxxxxxxxxx to any of Xxxxxxxxxx'x Permitted
Transferees (as that term is defined in the Investors Agreement).
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9. Entire Agreement. This instrument, the LLC Agreement and the
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Investors Agreement embody the entire agreement between the parties hereto with
respect to Xxxxxxxxxx'x employment with the Company, and there have been and are
no other agreements, representations or warranties between the parties regarding
such matters.
10. No Assignment. This Agreement will not be assigned by Xxxxxxxxxx
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without the prior written consent of the Company and any attempted assignment
without such prior written consent will be null and void and without legal
effect; provided that in the case of Xxxxxxxxxx'x death or disability this
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Agreement may be enforced by Xxxxxxxxxx'x executors, personal representatives or
guardians, to the extent applicable. This Agreement will not be assigned by the
Company without the prior written consent of Xxxxxxxxxx except to any other
person or entity which may acquire or conduct the business of the Company, the
LLC and/or their respective subsidiaries.
11. Notices. All notices, requests, demands and other communications
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hereunder will be deemed to have been duly given when (i) delivered by hand or
if mailed, by certified or registered mail, with postage prepaid; (ii) hand
delivered; or (iii) sent overnight mail or overnight courier:
(a) If to Xxxxxxxxxx, then to Xxxxxx Xxxxxxxxxx, 0000 Xxxxx Xxxxxx
Xxxxx, Xxxxx Xxxxx, XX 00000, or as Xxxxxxxxxx may otherwise specify by
prior written notice to the Company; and
(b) If to the Company, then c/o: Nexstar Broadcasting Group, Inc.,
000 Xxxxxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX 00000, Attention:
Xxxxx X. Xxxx or as the Company may otherwise specify by prior written
notice to Xxxxxxxxxx.
12. Amendment; Modification. This Agreement will not be amended,
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modified or supplemented other than in a writing signed by the parties hereto.
13. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which will be deemed an original, but all of which
together will constitute but one and the same instrument.
14. Headings. The headings in the Paragraphs of this Agreement are
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inserted for convenience only and will not constitute a part of this Agreement.
15. Severability. The parties agree that if any provision of this
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Agreement will under any circumstances be deemed invalid or inoperative, the
Agreement will be construed with the invalid or inoperative provision deleted,
and the rights and obligations of the parties will be construed and enforced
accordingly.
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16. Governing Law. This Agreement will be governed by and construed
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in accordance with the internal law of the State of Delaware without giving
effect to any choice of law or conflict provision or rule that would cause the
laws of any jurisdiction other than the State of Delaware to be applied.
17. Legal Fees. In the event of any litigated dispute between or
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among any of the parties to this Agreement, the reasonable legal fees and
expenses of the party successful in such dispute (whether by way of a decision
by a court or other tribunal) will be paid promptly by the unsuccessful party
upon presentation by the successful party of an invoice therefor.
18. Representations. Xxxxxxxxxx represents and warrants to the
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Company that Xxxxxxxxxx is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any other person or
entity.
19. Strict Construction. The parties to this Agreement have
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participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties, and no
presumption or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
20. Binding Arbitration.
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(a) Generally. The arbitration procedures described in this
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Paragraph 20 will be the sole and exclusive method of resolving and
remedying claims under this Agreement ("Disputes"); provided that nothing
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in this Paragraph 20 will prohibit a Person from instituting litigation to
enforce any Final Arbitration Award. Except as otherwise provided in the
Commercial Arbitration Rules of the American Arbitration Association as in
effect from time to time (the "AAA Rules"), the arbitration procedures
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described in this Paragraph 20 and any Final Arbitration Award will be
governed by, and will be enforceable pursuant to, the Uniform Arbitration
Act as in effect in the Commonwealth of Massachusetts from time to time.
"Person" for the purposes of this Agreement means an individual, a
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partnership, a limited liability company, a corporation, an association, a
joint stock company, a trust, a joint venture, an unincorporated
organization or any governmental entity.
(b) Notice of Arbitration. If a Person asserts that there exists a
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Dispute, then such Person (the "Disputing Person") will give each other
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Person involved in such Dispute a written notice setting forth the nature
of the asserted Dispute. If all such Persons do not resolve any such
asserted Dispute prior to the 10th business day after such notice is given,
then any of them may commence arbitration pursuant to this Paragraph 20 by
giving each other Person involved in such Dispute a written notice to that
effect (an "Arbitration Notice"), setting forth any matters which are
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required to be set forth therein in accordance with the AAA Rules.
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(c) Selection of Arbitrator. The Persons involved in any Dispute
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will attempt to select a single arbitrator by mutual agreement. If no such
arbitrator is selected prior to the 10th business day after the related
Arbitration Notice is given, then an arbitrator which is experienced in
matters of the type which are the subject matter of the Dispute will be
selected in accordance with the AAA Rules.
(d) Conduct of Arbitration. The arbitration will be conducted in
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Boston, Massachusetts under the AAA Rules, as modified by any written
agreement among the Persons`involved in the Dispute in question. The
arbitrator will conduct the arbitration in a manner so that the final
result, determination, finding, judgment or award determined by the
arbitrator (the "Final Arbitration Award") is made or rendered as soon as
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practicable, and the Persons involved will use reasonable efforts to cause
a Final Arbitration Award to occur within 90 days after the arbitrator is
selected. Any Final Arbitration Award will be final and binding upon all
Persons and there will be no appeal from or reexamination of any Final
Arbitration Award, except in the case of fraud, perjury or evident
partiality or misconduct by the arbitrator prejudicing the rights of such
Persons or to correct manifest clerical errors.
(e) Enforcement. A Final Arbitration Award may be enforced in any
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state or federal court having jurisdiction over the subject matter of the
related Dispute.
(f) Expenses. Each prevailing Person in any arbitration proceeding
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described in this Paragraph 20 will be entitled to recover from any non-
prevailing Person(s) its reasonable attorneys' fees and disbursements and
other out-of-pocket costs in addition to any damages or other remedies
awarded to such prevailing Person, and the non-prevailing Person(s) also
will be required to pay all other costs and expenses associated with the
arbitration; provided that (i) if an arbitrator is unable to determine that
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one or more Persons are prevailing Person(s) in any such arbitration
proceeding, then such costs and expenses will be equitably allocated by
such arbitrator upon the basis of the outcome of such arbitration
proceeding, and (ii) if such arbitrator is unable to allocate such costs
and expenses in such a manner, then the costs and expenses of such
arbitration will be paid one-half by the Company, and the LLC, on the one
hand, and one-half by Xxxxxxxxxx, on the other hand, and each Person
involved in such arbitration will pay the out-of-pocket expenses incurred
by it. As part of any Final Arbitration Award, the arbitrator may
designate the prevailing Person(s) for purposes of this Paragraph 20.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
NEXSTAR BROADCASTING GROUP, INC.
/s/ Xxxxx X Xxxx
By: -----------------------------------
President
Its: -----------------------------------
ACCEPTED AND AGREED:
NEXSTAR BROADCASTING GROUP, L.L.C.
/s/ Xxxxx X. Xxxx
By: ---------------------------------
Xxxxx X. Xxxx, President
ANNEX A
December 31, 1999
ELECTION TO INCLUDE STOCK IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE
The undersigned purchased Class C-2 Interests (the "Interests"), of
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Nexstar Broadcasting Group, L.L.C., a Delaware limited liability company (the
"Company"), on the date hereof. Under certain circumstances, the Company has
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the right to repurchase the Interests at cost from the undersigned (or from the
holder of the Interests, if different from the undersigned) should the
undersigned cease to be employed by Nexstar Broadcasting Group, Inc. (the
"Employer"). Hence, the Interests are subject to a substantial risk of
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forfeiture and are nontransferable. The undersigned desires to make an election
to have the Interests taxed under the provision of Code (S)83(b) at the time the
undersigned purchased the Interests.
Therefore, pursuant to Code (S)83(b) and Treasury Regulation (S)1.83-2
promulgated thereunder, the undersigned hereby makes an election, with respect
to the Interests (described below), to report as taxable income for calendar
year 1999 the excess (if any) of the Interests' fair market value on the date
hereof over the purchase price thereof.
The following information is supplied in accordance with Treasury
Regulation (S)1.83-2(e):
1. The name, address and social security number of the undersigned:
Xxxxxx Xxxxxxxxxx
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
SSN: ###-##-####
2. A description of the property with respect to which the election is
being made: 3,110 of the Company's Class C-2 Interests.
3. The date on which the property was transferred: the date hereof. The
taxable year for which such election is made: calendar 1999.
4. The restrictions to which the property is subject: Until January 1,
2004, if the undersigned ceases to be employed by the Employer (except in
certain circumstances) a
A-1
certain portion of the Interests will be subject to repurchase by the
Company at cost. If the undersigned ceases to be employed by the Employer
(except for certain circumstances) prior to January 1, 2000, then all of
the Interests will be subject to repurchase by the Company at cost; if such
cessation of the undersigned's employment occurs prior to January 1, 2004,
then not less than 25% of the Interests will be subject to repurchase by
the Company at cost.
5. The fair market value on the date hereof of the property with respect
to which the election is being made, determined without regard to any lapse
restrictions: $.3856 per Interest.
6. The amount paid for such property: $.3856 per Interest.
A copy of this election has been furnished to the Secretary of the
Company pursuant to Treasury Regulations (S)1.83-2(e)(7).
/s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
X-0
