EXHIBIT 99.5
AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 1st day of October 1999, and effective as of March 3, 1998 between
LIN Television Corporation, a Delaware Corporation (the "Company") and XXXXXXX
X. XXXXXXXX (the "Executive").
WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996 (the "Agreement");
WHEREAS the Company believes that it is in its best interest to reinforce and
encourage Executive's continued disinterested attention and undistracted
dedication in the potentially disturbing circumstances of a change in control of
the Company, by extending the term of the Agreement as provided for herein;
WHEREAS the parties desire to amend the Agreement upon the terms contained
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained - herein, the Company and the Executive agree as follows:
1. Capitalized terms not otherwise defined herein shall have meaning
ascribed to them in the Agreement. The following terms used herein shall be
defined as follows:
Affiliate: shall mean, as to any Person, a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person.
Person or Persons: shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.
Board of Directors: shall mean the Board of Directors of the Company.
Continuing Directors: shall mean, any Person who (i) was a member of the Board
of Directors of the Company on October 1, 1999 (ii) is thereafter nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who are members of
such Board of Directors at the time of such nomination or election or (iii) is a
Director and also a member of the Shareholder Group.
Shareholder Group: shall mean Hicks, Muse, Xxxx and Xxxxx Incorporated, its
Affiliates and their respective employees, officers and directors.
2. The first sentence of Paragraph 2 shall be deleted in its entirety and
replaced with the following: "Executive will be entitled to severance
compensation as set forth in section 3 of ("Severance Compensation") in the
event Executive's employment is terminated within the "Extension Period" (as
defined below) (a) by the Company without cause, or (b) by Executive within 90
days after Executive has knowledge of the occurrence of an event constituting
Good Reason. The Extension Period shall be defined as that certain period of
time commencing on the date first above-written and terminating on the date that
is two (2) years following a "Xxxxx Muse Change in Control" (as defined below).
A Xxxxx Muse change in control shall mean the first to occur of any of the
following events:
(i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or a group of related Persons for the purpose of Section
13(d) of the Exchange Act, other than one or more members of the Shareholder
Group;
(ii) a majority of the Board of Directors of the Company shall consist of
Persons who are not Continuing Directors; or
(iii) the acquisition by any Person or Persons (other than one or more
members of the Shareholder Group) of the power, directly or indirectly to vote
or direct the voting of securities having more than 50% of the ordinary voting
power for the election of directors of the Company.
3. The definition for "Change in Control" contained in Paragraph 1(b) of
the Agreement shall be deleted and replaced with the definition of the "Xxxxx
Muse Change in Control" set forth above. All references to "Change in Control"
in the Agreement shall mean and refer to a "Xxxxx Muse Change in Control".
4. "1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan" shall be
deleted from Paragraph 3(a)(iii) of the Agreement and replaced with "Ranger
Equity Holdings Corporation stock plans (1998 Stock Option Plan, the 1998
Substitute Stock Option Plan and the 1998 Phantom Stock Plan)".
5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and be
replaced with the following: "If the Severance Compensation under this Section
3, either alone or together with other payments to the Executive from the
Company, would constitute an "excess parachute payment" (as defined in Section
280G of the Code), such Severance Compensation shall be increased by a payment
sufficient to restore the Executive to the same after-tax position the Executive
would have been in if the excise tax had not been imposed.
6. Except as otherwise specifically amended hereby, the Agreement remains
in full force and effect, without other amendment.
