EMPLOYMENT AGREEMENT
XXXX MEDIA CORPORATION, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, its parent corporation, affiliates, subsidiaries, divisions,
successors and assigns ("Xxxx") and Xxxxxxx X. Xxxxxx, 000 Xxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 10597,("Employee") mutually desire and agree to enter into
this Employment Agreement the terms and conditions of which are set forth
below:
1. EFFECTIVE DATE
The Effective Date of this Employment Agreement is January 1,
1996.
2. TERM
The term of this Employment Agreement shall be three (3)
years from the effective date. Thereafter, the term shall be automatically
extended for successive one year periods, unless not later than 60 days prior
to such automatic extension, Xxxx or Employee shall have given written notice
to the contrary.
3. DUTIES
Employee shall faithfully, diligently, and exclusively
perform services on behalf of Xxxx to the best of his ability during the term
of this Employment Agreement. Employee further agrees to perform such duties
and to assume such responsibilities as may be assigned to him by Xxxx.
4. COMPENSATION: BASE SALARY; DISCRETIONARY BONUS; BENEFITS
4.1 For the services rendered by the Employee to Xxxx, Xxxx shall pay
the Employee a base salary at the monthly rate of $22,916.66 or a salary as
otherwise shall be agreed upon, in writing, from time to time by the parties
hereto. Salary payments are to be made in accordance with Xxxx'x policies and
practices for the payment of wages to senior executive employees.
4.2 Employee may receive bonuses in accordance with the discretionary
1996 Key Executive Bonus Plan, the terms of which are attached hereto as
Exhibit "B." In subsequent years Xxxx, in its sole and unreviewable discretion,
retains the right to alter, amend, modify, or eliminate the Key Executive Bonus
Plan.
4.3 During the term of his employment, Employee will be eligible to
participate in Xxxx'x employee benefit programs subject to the same terms and
conditions as other Xxxx senior executive officers, except that Employee may
not receive severance pay under both Xxxx'x Xxxxxxxxx Plan and receive the
enhanced severance pay pursuant to paragraph "9" of this Employment Agreement.
5. COVENANTS
In Consideration of (a) the grant of employment to Employee
and/or continuation of that employment by Xxxx; (b) the arbitration provisions
contained herein, which are not available to employees who do not sign this
Employment Agreement; (c) the severance pay provisions contained herein, which
are not available to employees who do not sign this Employment Agreement and
(d) the providing of access to confidential information, including client
contact information, rate information, revenues, profits, financial data, and
any other information identified in this Employment Agreement, Employee agrees
and covenants that:
A. COMPETITION
Employee shall not enter into competition, as such term is
defined below, with Xxxx during the term of Employee's employment with Xxxx and
for an additional period of six (6) months thereafter.
As used herein "competition" shall mean the direct or
indirect ownership (greater than five percent) or participation in any activity
or enterprise that engages in the representation of radio and/or television
stations and/or cable systems in the United States and/or continental Europe,
including United Kingdom, in the sale of airtime.
B. SOLICITATION OF CUSTOMERS
Unless waived in writing by the Chief Executive Officer of
Xxxx, Employee further agrees that he will not, directly or indirectly, during
the term of Employee's employment with Xxxx and for an additional period of six
(6) months thereafter, either voluntarily or involuntarily, for any reason
whatsoever, directly or indirectly, individually or on behalf of persons now
parties to this Employment Agreement, aid or endeavor to solicit the trade or
patronize of any of the stations Xxxx represented within the past 12 months in
the United States.
C. SOLICITATION OF EMPLOYEES
Unless waived in writing by the Chief Executive Officer of
Xxxx, Employee agrees that he will not, during the term of his employment with
Xxxx and for an additional period of six (6) months thereafter, either
voluntarily or involuntarily, for any reason whatsoever, directly or
indirectly, individually or on behalf of persons not now parties to this
Employment Agreement, aid or endeavor to solicit or induce any other employee,
employees, consultant and/or consultants of Xxxx to leave their employment or
service of Xxxx in order to accept employment of any kind with any other
person, firm, partnership or corporation with which Employee is or may become
associated.
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D. CONFIDENTIAL INFORMATION
Employee acknowledges and agrees that during the term of the
Employee's employment with Xxxx he will come into contact with, and have access
to trade secrets and confidential information, which include,but are not
limited to methods,procedures, data processing programs, data bases, formulae,
secret processes, research projects and other matters of technical or financial
nature, all of which information is not publicly available but has been
acquired by Xxxx at its great effort and expense. This confidential information
includes the names and addresses of Xxxx'x employees and other information that
is unavailable from directories or other public services. All information not
generally known to the public which has been developed and complied by Xxxx by
its effort and expense is agreed by the parties to be confidential.
Accordingly, the Employee covenants and agrees to hold all such information and
data and any records or documents containing the same in the strictest
confidence, and he will not disclose, divulge or reveal the said trade secrets
or confidential information to any person or persons whosoever either during
the Employee's employment or at any time thereafter without Xxxx'x President's
specific written authorization.
E. LOYALTY
Employee agrees to be a loyal Employee of Xxxx. Employee
agrees to devote his efforts to the performance of his duties for Xxxx, to give
proper time and attention to furthering Xxxx'x business, and to comply with all
rules, regulations, policies, and procedures established or issued by Xxxx.
Employee further agrees that during the term of this Employment Agreement, he
shall not, directly or indirectly, engage in any business which would detract
from Employee's ability to apply his best efforts to the performance of his
duties hereunder. Employee also agrees that he shall not usurp any corporate
opportunities of Xxxx.
Employee further warrants that he will not, during the term
of his employment hereunder, do any act or engage in any conduct, or permit,
condone, or acquiesce in any act or conduct of other persons, which could cause
Xxxx to be in violation of any law or statute.
Nothing herein shall preclude Employee from acting as a
member of the Board of Directors of Xxxxxx Instruments, Inc. In the event,
Employee's duties as a Board Member of Xxxxxx Instruments, Inc. present an
actual conflict of interest with his duties for Xxxx, Employee shall notify
Xxxx'x Chief Executive Officer, in writing, of the conflict and shall recuse
himself from participating in Board of Director meetings and votes which
present an actual conflict of interest with Xxxx. Any other exceptions to this
duty of loyalty provision must be approved in writing by the Chief Executive
Officer of Xxxx.
6. INJUNCTIVE RELIEF
Employee acknowledges and agrees that any breach of the
obligations to be performed by him under this Employment Agreement is likely to
result in irreparable harm to
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Xxxx. To lessen or avoid such harm, Employee consents that if he violates any
of such obligations, Xxxx shall be entitled, among and in addition to any other
rights or remedies available under this Employment Agreement or otherwise, to
entry of immediate temporary or permanent injunctive relief to prevent Employee
from committing or continuing a breach of such obligations. Employee agrees
that entry of a temporary restraining order and temporary injunction are
proper, without a hearing or contest, to avoid harm to Xxxx'x business. Xxxx
shall not be liable for damages for any act taken to enforce rights which may
exist under any other provisions of this Employment Agreement, even if a court
were to deny or later vacate injunctive relief. If injunctive relief of any
kind is granted by a court to Xxxx, Employee shall pay to Xxxx the legal fees
and related costs incurred in obtaining that relief.
7. CONFLICT OF INTEREST
Employee may not use his position, influence, knowledge of
confidential information or Xxxx assets for personal gain. A direct or
indirect financial interest, including joint ventures in or with a supplier,
vendor, client or prospective client without disclosure and written approval
from the President of Xxxx is strictly prohibited and could be ground for
dismissal.
8. TERMINATION OF AGREEMENT
The Employer or Employee may terminate this Employment
Agreement at any time, with or without cause, and with or without prior notice.
After any such termination, all rights, duties, and obligations of both parties
shall cease, unless otherwise specified herein, such as those duties and
obligations contained in paragraph 5 of this Employment Agreement some of which
continue after the term of this Employment Agreement.
9. ENHANCED SEVERANCE PAY; OUTPLACEMENT; COBRA
9.1 If Xxxx terminates Employee's employment prior to the term of this
Employment Agreement for any reason, other than cause (as defined in paragraph
9.2, below), Employee shall be entitled to enhanced severance pay, provided
Employee executes an Agreement and General Release in the form attached hereto
as Exhibit "A," in an amount equal to the severance pay Employee would be
entitled to receive under Xxxx'x Xxxxxxxxx Pay plus an additional 52 weeks'
base salary, less lawful deductions, or an amount equal to Employee's regular
monthly base salary, less lawful deductions, for the remainder of the term of
this Employment Agreement, whichever is greater. Severance payments shall be
made over time in accordance with Xxxx'x regular policies and practices for the
payment of wages. Again, Employee is not entitled to receive any severance
benefits under the Xxxx'x regular Severance Plan if he elects to receive the
enhanced severance benefits set forth above.
In the event of Employee's death during receipt of enhanced
severance payments, Employee's estate shall be entitled to receive said
enhanced severance payments on the same basis as if the Employee had not died.
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9.2 For the purpose of this Agreement, termination of the Employee's
employment shall be deemed to have been for cause (and in which case the
Employer shall have no obligation to pay the Employee any severance benefits
whatsoever) where:
i. the Employee dies or is unable to render services provided in
this agreement for a period of 180 consecutive days or 180
days during any one year period because of illness, physical
or mental disability or other incapacity;
ii. the Employee breaches a fiduciary duty in the performance
of his duties hereunder or breaches a material term of this
Agreement, which breach is not cured within 30 days after
written notice thereof;
iii. the Employee fails to carry out any reasonable directive of
the Board or any superior officer of Xxxx commensurate with
Employee's duties hereunder, which failure shall continue for
30 days after written notice thereof; or
iv. Employee shall have entered a plea of guilty or nolo
contendere to, or been convicted of a felony.
9.3 Outplacement. In the event of Employee's termination, except for
cause, Employee will be eligible to receive reasonable outplacement the cost of
which shall not exceed $20,000. Outplacement services shall be for a maximum
period of up to twelve months.
9.4 Medical. If Employee is terminated without cause during the first
three years of this Agreement, he shall continue to receive medical and dental
coverage on the same basis as if he remained actively employed for the reminder
of the term. Presently, senior executives, including Employee, are entitled to
participate in and in fact participate in Xxxx'x excess medical plan for senior
executives as well as Xxxx'x general medical and dental plan. Thereafter,
employee shall be eligible for COBRA benefits.
If Employee is terminated without cause after the first three
year term of this Agreement, he shall continue to receive medical and dental
coverage for 52 weeks after his termination on the same basis as he remained
actively employed. Thereafter, Employee shall be eligible for COBRA benefits.
If Employee is terminated for cause he shall be entitled to
COBRA benefits.
10. ARBITRATION OF DISPUTES AND JURY WAIVERS
10.1 The parties hereto agree to arbitrate any dispute, claim, or
controversy ("claim") against each other arising out of the cessation of
Employee's
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employment, any claim of unlawful discrimination or harassment that might or
did arise during or a as a result of Employee's employment which could
have been brought before an appropriate government administrative agency or
in an appropriate court including, but not limited to, claims of age
discrimination under the Age Discrimination in Employment Act of 1967, as well
as any claim or controversy arising under this Employment Agreement.
Nothing in this provision precludes Employee from filing a
charge or from participating in an administrative investigation of a charge
before any appropriate government agency, including participation involuntary
conciliation of a charge.
The Arbitration shall be arbitrated by one arbitrator in
accordance with the Rules for Employment Arbitration of the American
Arbitration Association ("AAA"). Employee understands that he and Xxxx will
share equally the costs of commencing an arbitration with the AAA. The decision
or award of the arbitration shall be final and binding upon the parties. The
arbitrator shall have the power to award any types of legal or equitable relief
that would be available in a court of competent jurisdiction for causes of
action when such damages are available under the law. Any arbitral award may be
entered as a judgment or order in any court of competent jurisdiction. Employee
agrees that any relief or recovery to which he is entitled from any claims
arising out of his employment, cessation of employment, or any claim of
unlawful discrimination shall be limited to that awarded by the arbitrator.
A copy of the AAA Employment Dispute Resolution Rules is
available from the AAA, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000,
Telephone No. (000) 000-0000.
10.2 If for any reason this Arbitration Provision is declared
unenforceable, Employee agrees to waive any right he may have to a jury trial
with respect to any dispute or claim against Xxxx relating to this Employment
Agreement, his employment, termination, or any terms and conditions of his
employment, including, but not limited to, claims of age discrimination under
the Age Discrimination in Employment Act of 1967, as amended.
10.3 Employee understands that he would not receive the benefits
specified herein, but would be subject to the same terms and conditions of
employment as Xxxx'x employees without individual contracts absent the signing
of this Employment Agreement. Employee has been advised of his right to consult
with counsel regarding this Employment Agreement. Employee's agreement to
accept this Employment Agreement can be revoked any time within seven (7) days
of signing this Employment Agreement, but such revocation must be signed
writing. Employee has had at least 21 days to consider this Employment
Agreement.
11. GOVERNING LAW AND INTERPRETATION
This Employment Agreement shall be governed and conformed in
accordance with the laws of the State of New York without regard to its
conflict of laws provision. Should any provision of this Employment Agreement
be declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to be enforceable, such provision shall immediately
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become null and void, leaving the remainder of this Employment Agreement in
full force and effect.
12. AMENDMENT
This Employment Agreement may not be modified, altered or
changed except upon express written consent of both parties wherein specific
reference is made to this Employment Agreement.
13. ENTIRE AGREEMENT AND ASSIGNMENT
This Employment Agreement sets forth the entire agreement
between the parties hereto, and fully supersedes any prior agreements or
understandings between the parties. Employee acknowledges that he has not
relied on any representations, promises, or agreements of any kind made to him
in connection with her decision to sign this Employment Agreement, except for
those set forth in this Employment Agreement. Neither this Employment Agreement
nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by the Employee or by Xxxx.
14. NOTICES
All notices, requests, demands or other communications
required or permitted under the Employment Agreement shall be in writing and
shall be deemed duly to have been given when mailed by registered or certified
mail, return receipt requested, postage prepaid, or personally delivered
by-hand or overnight courier to the address stated below or to such changed
address as the addressee may have given by similar notice:
To the Company: Xxxx Media Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-
Attention: President
With a copy to: Xxxxxxx X. Xxxxx, Esq.
Jackson, Lewis, Xxxxxxxxxx & Xxxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
To the Employee: Xx. Xxxxxxx X. Xxxxxx
000 Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
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With a copy to: Xxxxxx X. Xxxxxx, Esq.
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
15. HEADINGS
Section headings are used herein for convenience or reference
only and shall not affect the meaning of any provision of this Employment
Agreement.
* * *
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Employment Agreement.
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------
Date
Xxxx Media Corporation
/s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx
President
--------------------------------
Date
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EXHIBIT A
AGREEMENT AND GENERAL RELEASE
XXXX MEDIA CORPORATION, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, its parent corporation, affiliates, subsidiaries, divisions,
successors and assigns and the employees, officers, directors and agents
thereof (collectively referred to throughout this Agreement as "Xxxx"), and
Xxxxxxx X. Xxxxxx, [Employee's Address], ("Employee") agree that:
1. LAST DAY OF EMPLOYMENT. Employee's last day of employment with Xxxx
is ________________.
2. CONSIDERATION. In consideration of the mutual promises made herein,
Xxxx agrees to pay Employee enhanced severance pay in accordance with paragraph
9.1 of the parties Employment Agreement. Commencing no later than thirty (30)
days after receipt from employee of Exhibit 1 attached hereto.
3. REVOCATION. Employee may revoke this Agreement and General
Release for a period of seven (7) days following the day he executes this
Agreement and General Release. Any revocation within this period must be
submitted, in writing, to the Chief Executive Officer of Xxxx and state, "I
hereby revoke my acceptance of our Agreement and General Release." The
revocation must be personally delivered to the Chief Executive Officer of Xxxx
or his designee, or mailed to the Chief Executive Officer of Xxxx and
postmarked within seven (7) days of execution of this Agreement and General
Release. This Agreement and General Release shall not become effective or
enforceable until the revocation period has expired. If the last day of the
revocation period is a Saturday, Sunday, or legal holiday in New York, then the
revocation period shall not expire until the next following day which is not a
Saturday, Sunday, or legal holiday.
4. GENERAL RELEASE OF CLAIM. EMPLOYEE KNOWINGLY AND
VOLUNTARILY RELEASES AND FOREVER DISCHARGES XXXX, OF AND FROM ANY AND ALL
CLAIMS, KNOWN AND UNKNOWN, which against Xxxx, Employee, his heirs, executors,
administrators, successors, and assigns (referred to collectively throughout
this Agreement as "Employee") have or may have AS OF THE DATE OF EXECUTION OF
THIS AGREEMENT AND GENERAL RELEASE, including, but not limited to, any alleged
violation of:
o The National Labor Relations Act, as amended;
o Title VII of the Civil Rights Act of 1964, as amended;
o Sections 1981 through 1988 of Title 42 of the United States
Code, as amended;
o the Employee Retirement Income Security Act of 1974, as
amended;
o The Immigration Reform Control Act, as amended;
o The Americans with Disabilities Act of 1990, as amended;
o The Age Discrimination in Employment Act of 1967, as amended;
o The Fair Labor Standards Act, as amended;
o The Occupational Safety and Health Act, as amended;
o The Family and Medical Leave Act of 1993;
o The New York Civil Rights Act, as amended;
o The New York Minimum Wage Hour Laws, as amended;
o The New York Human Rights Law, as amended;
o Title 8 of the Administrative Code of the City of New York,
as amended;
o any other federal, state or local civil or human rights law
or any other local, state or federal law, regulation or
ordinance;
o any public policy, contract, tort, or common law; or
o any allegation for costs, fees, or other expenses including
attorneys' fees incurred in these matters.
5. NO CLAIMS PERMITTED. Employee waives his right to file any
charge or complaint on his own behalf and/or to participate in any charge or
complaint which may be made by any other person or organization on his behalf
before any federal, state, or local court or administrative agency against
Xxxx, except as such waiver is prohibited by law: e.g., Employee is permitted
to file and/or participate in any charge brought under any discrimination
statute including the Age Discrimination in Employment Act ("ADEA") before the
Equal Employment Opportunity Commission ("EEOC"). Should any such charge or
complaint be filed Employee agrees that he will not accept any relief or
recovery therefrom. Employee confirms that no charge, complaint, or action
exists in any forum or form. Except as prohibited by law (e.g., an ADEA or
other discrimination charge filed with the EEOC), in the event that any such
claim is filed, it shall be dismissed with prejudice upon presentation of this
Agreement and General Release and Employee shall reimburse Xxxx for the costs,
including attorney's fees, of defending any such action.
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6. NO PARTICIPATION IN CLAIMS. Employee waives any right to
in any way voluntarily assist any individual or entity in commencing or
prosecuting any action or proceeding including, but not limited to, any
administrative agency claims, charges or complaints and/or any lawsuit against
Xxxx or to in any way voluntarily participate or cooperate in any such action
or proceeding, except as such waiver is prohibited by law: e.g., Employee is
permitted to file and/or participate in an ADEA or other discrimination charge
brought before the EEOC.
7. CONFIDENTIALITY. Employee agrees not to disclose any
information regarding the existence or substance of this Agreement and General
Release, except to an attorney with whom Employee chooses to consult regarding
his consideration of this Agreement and General Release.
8. NO FUTURE APPLICATION FOR EMPLOYMENT. Employee shall not
apply in the future for employment with Xxxx.
9. GOVERNING LAW AND INTERPRETATION. This Agreement and
General Release shall be governed and conformed in accordance with the laws of
the State of New York without regard to its conflict of laws provision. Should
any provision of this Agreement and General Release be declared illegal or
unenforceable by any court of competent jurisdiction and cannot be modified to
be enforceable, excluding the general release language, such provision shall
immediately become null and void, leaving the remainder of this Agreement and
General Release in full force and effect. However, if any portion of the
general release language were ruled to be unenforceable for any reason,
Employee shall return the consideration paid hereunder to Xxxx.
10. NONADMISSION OF WRONGDOING. Employee agrees that neither
this Agreement and General Release nor the furnishing of the consideration for
this Release shall be deemed or construed at anytime for any purpose as an
admission by Xxxx of any liability or unlawful conduct of any kind.
11. AMENDMENT. This Agreement and General Release may not be
modified, altered or changed except upon express written consent of both
Parties wherein specific reference is made to this Agreement and General
Release.
12. ENTIRE AGREEMENT. This Agreement and General Release and
the parties Employment Agreement incorporated herein by reference, set forth
the entire agreement between the parties hereto, and fully supersedes any prior
agreements or understandings between the parties. Employee acknowledges that he
has not relied on any representations, promises, or agreements of any kind made
to him in connection with his decision to sign this Agreement and General
Release, except for those set forth in this Agreement and General Release and
the Employment Agreement.
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EMPLOYEE HAS BEEN ADVISED THAT HE HAS AT LEAST TWENTY-ONE
(21) DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED
IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND
GENERAL RELEASE. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE,
TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND
BENEFITS SET FORTH IN PARAGRAPH "2" ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND
AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
XXXX.
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement and General Release as of the date set forth below:
--------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------
Date
Xxxx Media Corporation
By:
___________________________
Xxxxxx X. Xxxxx
President
--------------------------------
Date
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EXHIBIT 1
Xxxxxx X. Xxxxx
President
Xxxx Media, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Agreement and General Release
Dear Xxxxx:
On [date] I executed an Agreement and General Release between
Xxxx and me. I was advised by Xxxx, in writing, to consult with an attorney of
my choosing, prior to executing this Agreement and General Release.
More than seven (7) days have elapsed since I executed the
above-mentioned Agreement and General Release. I have at no time revoked my
acceptance or execution of that Agreement and General Release and hereby
reaffirm my acceptance of that Agreement and General Release. Therefore, in
accordance with the terms of our Agreement and General Release, I hereby
request payment of the monies described in paragraph 9.1 of the Agreement.
Very truly yours,
Xxxxxxx X. Xxxxxx
EXHIBIT B
1996 KEY EXECUTIVE BONUS
ASSUME:
EMPLOYEE W/ANNUAL
C.F.O. SALARY OF $275,000
SOURCE OF FUNDS FOR BONUS PAY OUT:
2.50% 5% 10% 5.00%
OF BASE OF BASE OF BASE OF BASE
1. XXXX MEDIA GROUP
EXCEEDS PRIOR YEAR EARNINGS $ 6,875
2. KRG = 1.66%; KTVG = 1.66%; SELTEL
= 1.66% ADDITIVE AS EACH ACHIEVES
EARNINGS GOAL - UP TO 5% $13,750
3. XXXX MEDIA GROUP
ACHIEVES EARNINGS GOAL $27,500
4. KRG/KTVG/SELTEL ALL ACHIEVE EARNINGS
GOAL $13,750
5. IF XXXX MEDIA GROUP EXCEEDS EARNINGS
GOAL 5% OF THE EXCESS EARNINGS WILL
BE AVAILABLE FOR DISTRIBUTION BY THE
C.E.O.
ADDITIONAL QUALIFICATIONS:
A. ALL BONUS PAYOUTS ARE SUBJECT TO A REVIEW OF PERFORMANCE. BONUS AMOUNTS
MAY BE CHANGED SUBJECT TO RESULTS OF THE PERFORMANCE REVIEW.
B. EXCESS BONUS CAN BE PAID UP TO 2X ANY INDIVIDUALS BASE SALARY.
C. OPERATING EARNINGS WILL BE REDUCED BY THE COMMISSION VALUE OF ACCOUNTS
RECEIVABLE FROM CLIENT STATIONS THAT ARE 91 OR OLDER FOR BILLING STATIONS
AND 151 DAYS OR OLDER FOR COLLECTION STATIONS.
D. IF THERE ARE INTRA-XXXX MEDIA GROUP STATION MOVES THE ANNUAL BUDGETS OF
THE COMPANIES OR DIVISIONS INVOLVED WILL BE ADJUSTED TO REFLECT THE
PRO-RATA IMPACT ON COMMISSION & EXPENSES.
E. IT IS POSSIBLE IN THE COMPANY'S SOLE AND UNREVIEWABLE DISCRETION IN A
YEAR WITH UNSATISFACTORY CORPORATE FINANCIAL OR OTHER RESULTS THAT
BONUSES MAY BE REDUCED OR TOTALLY ELIMINATED.
F. THE COMPANY IS UNDER NO OBLIGATION TO PAY BONUSES TO EMPLOYEES WHO ARE
NOT IN ITS EMPLOY ON DECEMBER 31, 1996.
