EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this AAgreement@) is dated as of January 1, 2004 by and between XXXXXX COMMUNICATIONS MANAGEMENT COMPANY, INC., a Florida corporation (APaxson@), and Xxxx X. Xxxxxxxxx, an individual resident of the State of Florida (AEmployee@).

RECITALS

X. Xxxxxx, a wholly owned subsidiary of Xxxxxx Communications Corporation (APCC@), provides managerial and administrative services to the various businesses operated by PCC and its subsidiaries and affiliates (collectively, the APaxson Group@), including the PAXTV television programming network service, any other programming networks and various television stations owned or otherwise held, operated or programmed by the Xxxxxx Group.

X. Xxxxxx desires to continue to employ Employee to perform executive and administrative duties for the Xxxxxx Group while holding the ATitled Position@ set forth in Schedule I annexed hereto.

C. Employee wishes to enter into this Agreement and to be employed by Xxxxxx as the Titled Position for the Xxxxxx Group and to provide services to Xxxxxx on the terms and conditions set forth in this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties intending to be bound legally, hereby agree as follows:

SECTION 1. EMPLOYMENT

1.01 Term of Employment. The term of this Agreement (the AAgreement Term@) shall be deemed to have commenced as of the ACommencement Date@ set forth in Schedule I hereof, and shall continue until the third (3^rd) anniversary of the Commencement Date (as such date is extended from time to time in accordance with the terms hereof, the “Scheduled Termination Date”), unless the Agreement Term is extended or terminated sooner in accordance with this Agreement. The Agreement Term and the then effective Scheduled Termination Date shall automatically be extended by one year on the date (the “Renewal Date”) which is the number of Severance Months specified on Schedule I hereof prior to the then effective Scheduled Termination Date unless the Company provides irrevocable written notice (a “Non-Renewal Notice”) to the Employee not later than the last business day before the Renewal Date, that the Company has elected not extend the Agreement Term beyond the then effective Scheduled Termination Date.

1.02 Duties. Employee acknowledges, agrees and accepts employment by Xxxxxx in the Titled Position for the Xxxxxx Group and in such capacity Employee shall be responsible for the performance of the duties of the Titled Position and for such other executive and administrative duties as may be designated from time to time by the Responsible Officer or the Chairman of PCC. Employee shall be provided by Xxxxxx suitable office space for Employee in the AEmployment Location@, as identified on Schedule I annexed hereto, together with all reasonable support staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the Responsible Officer. Employee shall use Employee=s best efforts during the term of employment hereunder to further, enhance and develop the business of PCC, the Xxxxxx Group and any networks or stations it may own or operate. Subject to the direction of the AResponsible Officer@, as identified in Schedule I annexed hereto, Employee shall perform such duties as set forth in Schedule I annexed hereto under AEmployment Duties.@ Except as expressly modified herein, Employee shall be subject to all of the Xxxxxx Group=s policies including payola, plugola and conflicts of interest, as well as the following:

(a) Employee will comply with all Xxxxxx Group and professional standards governing Employee=s objectivity in the performance of Employee=s duties, including restrictions on outside activities, investments, business interests, or other involvements which could compromise Employee=s objectivity or create an impression of conflict of interest. Employee will not knowingly, without the prior approval of Employee=s Responsible Officer on behalf of Xxxxxx, accept any gift, compensation, or gratuity (which excludes business meals and entertainment received by Employee in the ordinary course of business) from any person or entity with which the Xxxxxx Group or any of its broadcast properties is or may be in competition or in any instance where there is a stated or implied expectation of favorable treatment of that person or entity. Employee will not, without the prior written approval of Employee=s Responsible Officer, take advantage of any business opportunity or situation or engage in any enterprise or venture of which the Xxxxxx Group may have an interest on his or her own behalf, if said business opportunity or situation, enterprise or venture is related in any way to or is similar to the business of the Xxxxxx Group.

(b) In performing the Employment Duties under this Agreement, Employee shall conduct himself with due regard to social conventions, public morals and standards of decency, and will not cause or permit any situation or occurrence which would tend to degrade, scandalize, bring into public disrepute, or otherwise lower the community standing of Employee, or Xxxxxx=s public image.

1.03 Activities. Employee shall, except during vacation periods, periods of illness, and leaves of absence approved by Xxxxxx, devote full and undivided business time, attention and energies to the duties and responsibilities required by Xxxxxx, as directed by the Responsible Officer. During the Agreement Term, Employee shall not engage in any other business activity which would conflict with Employee=s duties without the prior written approval of Employee=s Responsible Officer on behalf of Xxxxxx, which shall not be unreasonably withheld; provided, however, that Xxxxxx may withhold its consent to any business activity by Employee that Xxxxxx determines would directly interfere, impair or hinder in any way Employee=s ability to perform or otherwise satisfy Employee=s responsibilities and duties from time to time in effect, as the holder of the Titled Position of the Xxxxxx Group or otherwise, under this Agreement.

1.04 Delegation of Duties. Employee may not delegate the performance of any of Employee=s obligations or duties under this Agreement, or assign any of Employee=s rights under this Agreement, without the prior written consent of Xxxxxx, except that Employee may delegate duties to other employees of Xxxxxx where reasonable and customary in the ordinary course of Xxxxxx=s business and consistent with the performance of the Titled Position.

SECTION 2. COMPENSATION AND BENEFITS. Beginning on the Commencement Date, Employee shall be compensated for the performance of the Employment Duties performed under the terms hereof as follows:

2.01 Base Salary and Annual Cash Bonus. As compensation for the services performed by Employee hereunder, Employee shall receive a Base Salary and Annual Cash Bonus, as follows:

(a) Initial Base Salary. Xxxxxx and Employee acknowledge and agree that Employee=s current Base Salary in effect for the current Employment Year shall be the per year amount set forth in Schedule I hereof. For purposes of this Agreement, AEmployment Year@ means a calendar year ended December 31.

(b) Increase in Base Salary. For each Employment Year after the current Employment Year (each such year a “Successive Employment Year”), Employee’s Base Salary shall be subject to such increase, if any, for each such Successive Employment Year as shall be as determined by the Responsible Officer (subject to the approval of the Chairman of the Board of PCC, and, if applicable, the Compensation Committee of the Board of Directors of PCC).

(c) Bonus. Employee shall be entitled to earn an annual bonus, based upon Xxxxxx Group performance and the Employee’s individual performance, in the amount and on the terms described in Schedule I annexed hereto.

(d) Manner of Payment. Employee=s Base Salary shall be paid, at Xxxxxx=s option, either (i) in equal bi-monthly installments, or (ii) in accordance with the customary payroll policies of Xxxxxx with respect to its management employees.

2.02 Other Cash and Non-Cash Compensation. In addition to Employee=s Base Salary, Employee may, as determined from time to time, in the sole discretion of Xxxxxx, be eligible to receive or participate in cash and non-cash compensation programs, including, without limitation, annual and special cash and non-cash bonus awards, grants of stock options, restricted stock, Aphantom-equity@ and stock appreciation rights (collectively, ANon-Cash Compensation@). Employee=s rights in respect of any Non-Cash Compensation shall be governed under the terms of a separate document or documents, if any Non-Cash Compensation is to be awarded to Employee. Under no circumstance should this provision be deemed to constitute any express or implied right, entitlement or interest of Employee to be awarded or participate in, or obligation, agreement or requirement of Xxxxxx, to award, provide or offer to Employee, any form of Non-Cash Compensation, all of which rights, entitlements, interests, obligations, agreements or understandings are hereby expressly disclaimed.

2.03 Business Expenses. Upon proper substantiation and documentation by Employee, Xxxxxx shall reimburse Employee promptly for all reasonable travel, entertainment and other similar business expenses incurred by Employee in the performance of Employee=s duties under this Agreement. Reimbursement of expenses will be made in accordance with applicable policies of Xxxxxx. All extraordinary disbursements and expenditures by Employee, and any disbursements and expenditures that are not provided for in any budget established by Xxxxxx, must be approved in advance by Xxxxxx.

2.04 Personal Time. Employee shall be entitled to the number of weeks of personal time off in accordance with Xxxxxx=s employee handbook as in effect from time to time.

2.05 Benefits. The compensation specified above shall be exclusive of and in addition to any benefits that may be available to Employee under any employee pension plan, group life insurance plan, hospitalization plan, medical service plan, death benefit plan, or any other employee benefit plan applicable generally to the employees of Xxxxxx, in accordance with their respective positions, and which may be in effect at any time or from time to time during the term of Employee=s employment.

2.06 Withholding. Xxxxxx shall be responsible for withholding from Employee=s compensation FICA, FUTA and other payroll and income taxes, as required by law and such other amounts as may be directed by Employee.

SECTION 3. TERMINATION OF EMPLOYMENT; PAYMENTS UPON TERMINATION

3.01 Events. Employee=s employment shall terminate on the earliest of the following dates:

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(a) Death. The date of Employee=s death.

(b) Disability. The date Employee is terminated due to Disability. ADisability@ means that, in the opinion of the Company=s physicians, Employee is unable by reason of illness or accident to perform the essential functions of the Employment Duties for a period of more than 180 consecutive days.

(c) Xxxxxx Termination Without Cause. The date on which Employee’s services hereunder to Xxxxxx terminate as a result of a Xxxxxx Termination Without Cause. A APaxson Termination Without Cause@ means (1) any termination of Employee by Xxxxxx for any reason, including the expiration of the Agreement Term after Xxxxxx provides Employee a Non-renewal Notice, other than a termination by Xxxxxx for Disability pursuant to Subsection 3.01(b) or a Xxxxxx Termination for Cause pursuant to any clause of Subsection 3.01(d) prior to a Change of Control, or clauses (i), (iii), (iv), or (vi) of Subsection 3.01(d) within one year after a Change of Control, and (2) a termination by Employee, on not less than 30 days notice to Xxxxxx, after Employee receives a Non-Renewal Notice from Xxxxxx under Section 1.01 hereof.

(i) For purposes of this Agreement, a AChange of Control@ will occur if (a) none of Xxxxxx X. Xxxxxx, his estate, his wife, his lineal descendants, or any trust created for the sole benefit of any one or more of them during their lifetimes, or any combination of any of the foregoing, shall (i) own, directly or indirectly, at least thirty-five percent of the issued and outstanding capital stock of PCC, or (ii) have voting control directly or indirectly, equal to at least 51 percent of the issued and outstanding capital stock of PCC entitled to vote in the election of the Board of Directors of PCC; (b) the approval by the shareholders of PCC of a reorganization, merger, or consolidation, in each case, with respect to which persons who were shareholders of PCC immediately prior to this reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company=s (or any successor entity=s) then outstanding securities; (c) a liquidation or dissolution of PCC or of the sale of all or at least 80 percent of PCC=s assets; or (d) Xxxxxx X. Xxxxxx shall, by written agreement with a third party, which shall include, without limitation The National Broadcasting Company, Inc., cease to exercise substantially all of his day-to-day control of PCC to the extent permitted by the FCC rules and regulations, without such agreement constituting a Atransfer of control@ under FCC rules and regulations, it being understood that, without limitation, an agreement or arrangement between Xxxxxx X. Xxxxxx and such third party whereby Xxxxxx X. Xxxxxx and his affiliates receive more than ninety percent (90%) of an agreed upon purchase price for the Class B Common shares owned by Xxxxxx X. Xxxxxx and certain affiliates of Xxxxxx X. Xxxxxx, shall be deemed to constitute an agreement amounting to a Change of Control under this clause (d) of this Subsection 3.01(c).

(d) Xxxxxx Termination for Cause. The date Employee is terminated by Xxxxxx pursuant to a Xxxxxx Termination for Cause. A APaxson Termination for Cause@ means a termination of Employee by Xxxxxx resulting from any of the following:

(i) Employee (A) is charged with the commission of a felony, (B) is convicted of two (2) offenses for operating a motor vehicle while impaired by or under the influence of alcohol or illegal drugs, (C) is charged with any criminal act with respect to Employee=s employment (including any criminal act involving a violation of the Communications Act of 1934, as amended, or regulations promulgated by the Federal Communications Commission), or (D) is charged with any act that materially threatens to result in suspension, revocation, or adverse modification of any FCC license of any broadcast station owned by any affiliate of Xxxxxx or would subject any such broadcast station to fine or forfeiture;

(ii) Employee’s willful act or failure to act, the intended or reasonably foreseeable result of which would cause Xxxxxx or any Station to be in default under any material contract, lease or other agreement, which conduct is contrary to his performance of his Employment Duties or not authorized or confirmed by the Responsible Officer;

(iii) Employee=s dependence on alcohol or illegal drugs;

(iv) Improper refusal by Employee to conduct Employee’s business affairs or follow the legal policies and directives of the Responsible Officer and failing to cure such failure as soon as practicable and in any event within 30 days from receipt of written notice setting forth the specifics of such unsatisfactory conduct;

(v) Conduct which could be reasonably inferred to detract from the public image of the Xxxxxx Group and failing to cease such conduct or commence to take reasonable curative action with respect thereto requested by the Company or both, as soon as practicable and in any event within 30 days from receipt of written notice setting forth the specifics of such conduct;

(vi) Employee=s misappropriation, conversion or embezzlement of the assets of Xxxxxx or any affiliate of Xxxxxx;

(vii) A material breach of this Agreement by Employee and failing to cure such breach as soon as practicable and in any event within 30 days from receipt of written notice setting forth the specifics of such breach; or

(viii) Any representation of Employee in Section 7 of this Agreement being false when made.

(e) Employee=s Voluntary Resignation. The date of Employee=s Voluntary Resignation. A AVoluntary Resignation@ means any resignation by Employee other than Employee=s Termination for Good Reason, as set forth in Subsection 3(f) of this Agreement, or Employee’s resignation following Employee’s receipt of a Non-Renewal Notice from Xxxxxx.

(f) Employee=s Termination For Good Reason. The date of Employee=s Termination for Good Reason. AEmployee=s Termination for Good Reason@ means the termination of employment by Employee as a result of the occurrence of any of the following events:

(i) Xxxxxx elects to change the place of employment to a location not in the Employment Location specified on Schedule I hereto; or

(ii) Xxxxxx fails to remedy a material breach of this Agreement after thirty (30) days= written notice from Employee, setting forth the specifics of such breach.

3.02 Payments Upon Termination. Following the termination of Employee=s employment pursuant to this Section 3, Xxxxxx shall have no further liability to Employee, and no further payment shall be made to Employee, except to the extent expressly provided for in this Subsection, as follows:

(a) Termination Compensation For Death, Disability, Xxxxxx Termination Without Cause or Employee=s Termination for Good Reason. If Employee=s employment is terminated as a result of Death, Disability, a Xxxxxx Termination Without Cause, or an Employee Termination for Good Reason, under Subsections 3.1(a), (b), (c) or (f), respectively, within thirty (30) days of termination, Employee (or, in the case of a termination as a result of the death of Employee, the appropriate representative of Employee=s estate) will be paid the following:

(i) Employee will continue to receive the Employee=s Base Salary then in effect for a period equal to the lesser of (x) the number of Severance Months specified in Schedule I hereto or (y) the remaining months under the term of this Agreement;

(ii) A lump sum equal to any unpaid portion of any previously awarded bonus;

(iii) Employee=s bonus for the fiscal year in which the termination occurs, pro-rated, if necessary, according to the formula set forth in Schedule I, which bonus shall be payable in full if and when bonus awards for such fiscal year commence to be made to other members of senior manager; and

(iv) An amount in cash equivalent to the accrued but unused personal time of Employee through the termination date; and

(v) Without duplication of any of the foregoing, all Base Salary, expenses and other payments or cash benefits due to Employee through Employee=s termination date.

In addition, Employee shall also be entitled to any benefits for which Employee qualifies under any employee benefit plan available to Employee (including, but not limited to any disability insurance, life insurance and death benefits of the type described in Section 2.05). Employee shall also be entitled to all rights to continuation or conversion of benefits required by law to be offered to a departing employee.

(b) Termination Compensation for Xxxxxx Termination for Cause or Employee=s Voluntary Resignation. If Employee=s employment is terminated as a result of a Xxxxxx Termination for Cause or Employee=s Voluntary Resignation, under Subsections 3.01(d) or (e), respectively, within thirty (30) days of termination, Employee will be paid the following:

(i) lump sum equal to unpaid portion of any previously awarded bonus; and

(ii) An amount in cash equivalent to the accrued but unused personal time of Employee through the termination date; and

(iii) Without duplication of any of the foregoing, all Base Salary, expenses and other payments or cash benefits due to Employee through Employee=s termination date.

In addition, Employee shall also be entitled to any benefits for which Employee qualifies under any employee benefit plan available to Employee. Employee shall also be entitled to all rights to continuation or conversion of benefits required by law to be offered to a departing employee.

3.03 Notices of Termination; Effective Date of Termination. For all terminations except in the case of Death, either Employee or Xxxxxx, as the case may be, shall give written notice of termination to the other. In the case of any termination, other than a Xxxxxx Termination for Cause, such notice shall be effective not less than thirty (30) days after the date on which it is received by the other party. Notice of a Xxxxxx Termination for Cause may be effective immediately.

SECTION 4. INTANGIBLES

4.01 Memoranda, Notes and Records. All memoranda, notes, names and address lists, records or other documents made or compiled by Employee or made available to Employee during the term of employment concerning the business of any member of the Xxxxxx Group and any and all copies thereof shall be delivered to Xxxxxx upon the termination of Employee=s employment for whatever reason or at any other time upon request. Employee shall not at any time during Employee=s employment, or after the termination of employment, use for Employee=s own benefit or for the benefit of others, or divulge to others, any information, trade secrets, knowledge, or data of a secret or confidential nature or otherwise not readily available to members of the general public that concerns the business or affairs of any member of the Xxxxxx Group and whether or not acquired by the Employee during the term of employment by Xxxxxx.

4.02 Rights in Intangible Assets. Employee recognizes and acknowledges that all rights in the formats, programming, concepts, approaches, copy and titles embodied in the operation of the Xxxxxx Group or any particular station or the PAX Net network or any other broadcast network, and all changes, additions and amendments thereto which may occur during or after the Term hereof, belong exclusively to Xxxxxx. Employee hereby assigns any and all rights or interests Employee may have therein to Xxxxxx. Employee shall not at any time during Employee=s employment, or after the termination of employment, have or claim any right, title or interest in any trade name, patent, trademark, copyright or other similar rights belonging to or used by Xxxxxx and shall not have or claim any right, title or interest in any material or matter of any sort prepared for or used in connection with the business or promotion of Xxxxxx, whether produced, prepared or published in whole or in part by Employee or by Xxxxxx.

SECTION 5. NONINTERFERENCE AND CONFIDENTIALITY

5.01 Noninterference. Employee agrees that from the date of this Agreement through the first anniversary of the date Employee=s employment with the Xxxxxx Group terminates, Employee will not, directly or indirectly, whether as sole proprietor, partner, lessor, venturer, stockholder, director, officer, employee, consultant or in any other capacity as principal or agent or through any person, subsidiary, affiliate or employee acting as nominee or agent, engage or participate in any of the following actions:

(a) Influencing or attempting to influence any person or entity who is a contracting party with any member of the Xxxxxx Group to terminate any written or oral agreement with such member of the Xxxxxx Group; it being understood that notwithstanding the foregoing, consulting or working for a competitor in the ordinary course after the term shall not, absent other evidence or action on the part of Employee to the contrary, constitute a violation of this provision; or

(b) Hiring or attempting to hire for employment or as an independent contractor any person who is actively employed (or in the preceding six months was actively employed) by any member of the Xxxxxx Group or attempting to influence any such person to terminate employment with any member of the Xxxxxx Group.

5.02 Confidentiality. Employee covenants and agrees that both during the Agreement Term and thereafter he will not disclose to any third party or use in any way any confidential information, business secrets, or business opportunity of the Xxxxxx Group, including, without limitation, advertiser lists, rate cards, programming information, programming plans, marketing, advertising and promotional ideas and strategies, marketing surveys and analyses, ratings reports, budgets, research, or financial, purchasing, planning, employment or personnel data and information. Immediately upon termination of Employee=s employment with the Xxxxxx Group for any reason, or at any other time upon the Xxxxxx Group=s request, Employee will return to the Xxxxxx Group all memoranda, notes, records or other documents compiled by Employee or made available to Employee during the Agreement Term concerning the business of the Xxxxxx Group, all other confidential information and all personal property of the Xxxxxx Group, including, without limitation, all files, audio or video tapes, recordings, records, documents, drawings, specifications, lists, equipment, supplies, promotional material, scripts, keys, phone or credit cards and similar items and all copies thereof or extracts therefrom.

5.03 Enforcement. Employee agrees that the restrictive covenants contained in this section 5 are a material part of Employee=s obligations under this Agreement for which the Xxxxxx Group has agreed to compensate Employee as provided in this Agreement. Employee agrees that the injury the Xxxxxx Group will suffer in the event of the breach by Employee of any clause of this Section 5 will cause the Xxxxxx Group irreparable injury that cannot be adequately compensated by monetary damages alone. Therefore, Employee agrees that the Xxxxxx Group, without limiting any other legal or equitable remedies available to it, shall be entitled to obtain equitable relief by injunction or otherwise from any court of competent jurisdiction, including, without limitation, injunctive relief to prevent Employee=s failure to comply with the terms and conditions of this Section 5 and Employee hereby waives hereunder any defense based upon an adequate remedy at law in any such action for equitable relief.

5.04 Reformation. If the covenants in this Section 5 are held to be unenforceable in any jurisdiction because of the duration or scope thereof, the court making such determination shall have the power to reduce the duration and/or scope of the provision or covenant, and the provision or covenant in its reduced form shall be enforceable; provided, however, that the determination of such court shall not affect the enforceability of Section 5 in any other jurisdiction.

SECTION 6. ARBITRATION Except as otherwise provided to the contrary below, any dispute arising out of or related to this Agreement that Xxxxxx and Employee are unable to resolve by themselves shall be settled by arbitration in West Palm Beach, Florida, by a panel of three (3) arbitrators. Xxxxxx and Employee shall each designate one disinterested arbitrator, and the two arbitrators so designated shall select the third arbitrator. The persons selected as arbitrators need not be professional arbitrators, and persons such as lawyers, accountants and bankers shall be acceptable. Before undertaking to resolve the dispute, each arbitrator shall be duly sworn faithfully and fairly to hear and examine the matters in controversy and to make a just award according to the best of their understanding. The arbitration hearing shall be conducted in accordance with the employment arbitration rules of the American Arbitration Association. The written decision of a majority of the arbitrators shall be final and binding on Xxxxxx and Employee. The costs and expenses of the arbitration proceeding shall be assessed between Xxxxxx and Employee in a manner to be decided by a majority of the arbitrators, and the assessment shall be set forth in the decision and award of the arbitrators. Judgment on the award, if it is not satisfied within thirty (30) days, may be entered in any court having jurisdiction over the matter. No action at law or suit in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court by Xxxxxx or Employee against the other except (i) an action to compel arbitration pursuant to this Section, (ii) an action to enforce the award of the arbitration panel rendered in accordance with this Section, or (iii) any other action which, under applicable law, may not be made subject to binding arbitration.

SECTION 7. REPRESENTATIONS OF EMPLOYEE. To induce Xxxxxx to enter into this Agreement and to employ Employee, Employee represents and warrants to Xxxxxx as of the date hereof and as of each date of payment of any compensation under the terms hereof as follows:

7.01 Absence of Conflicting Agreements. The execution, delivery and performance of this Agreement by Employee does not conflict with result in a breach of, or constitute a default under any enforceable covenant not to compete or any other enforceable agreement, instrument, or license, to which Employee is a party or by which Employee is bound.

7.02 Conduct. Employee has not:

(a) Been convicted of any felony;

(b) Committed any criminal act with respect to Employee=s current or any prior employment (including any criminal act involving a violation of the Communication Act of 1934, as amended, or regulations promulgated by the FCC), or

(c) Knowingly committed any act that materially threatened to result in suspension, revocation, or adverse modification of any FCC license of any broadcast station or which subjected any broadcast station to fine or forfeiture.

7.03 Chemical Dependence. Employee is not dependent on alcohol or illegal drugs. Employee recognizes that Xxxxxx shall have the right to conduct random drug testing of its employees and that Employee may be called upon in such a manner.

SECTION 8. MISCELLANEOUS

8.01 Governing Law. This Agreement shall be construed in accordance with, and shall be governed by, the laws of the State of Florida.

8.02 Entire Agreement. This Agreement amends, restates and supersedes any prior employment agreement or understanding with respect to any terms of employment between Xxxxxx and Employee, whether written or oral, and is effective as of the date first written above; no written supplemental executive retirement plan or related documents, if any, between Xxxxxx and Employee shall be deemed superceded, amended or modified by the terms hereof. The instrument contains the entire understanding and agreement between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be waived, modified, amended, changed or terminated, except by an agreement in writing signed by the party against whom enforcement of any waiver, modification, change, amendment or termination is sought.

8.03 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute a single Agreement.

8.04 Provisions Severable. To the extent that any provision of this Agreement is invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

8.05 Headings. The section headings of this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement.

8.06 Assignment of Agreement and Change of Control; Successors and Assigns. This Agreement may be assigned by Xxxxxx without the prior written consent of Employee. Employee may not assign this Agreement or any of its right or interests herein to any other party. The rights and obligations of the parties shall inure to the benefit of and be binding upon heirs, successors, administrators assigns, as well as any entity to which Xxxxxx may assign its assets or transfer its business in a Change of Control (as defined in Section 3.1, above), in a merger or acquisition, by operation of law, or otherwise. The obligations of Xxxxxx to pay money and/or provide benefits to Employee under this Agreement, by operation of law or pursuant to the terms of the plans or documents governing such benefits, shall survive Employee=s death (with payments thereafter to be made at the direction of the executors, personal representatives or other appropriate representatives of Employee=s estate).

8.07 Notices. All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be (i) in writing, (ii) delivered by personal delivery, or sent by commercial delivery service, registered or certified mail, return receipt requested, (iii) deemed to have been given on the date of personal delivery or the date set forth in the records of the delivery service or on the return receipt, and (iv) addressed as follows:

If to Xxxxxx: Xxxxxx X. Xxxxxx, CEO (with a copy to Xxxxxxx X. Xxxxxxxx, Esq.)

000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000-0000

If to Employee: at the address set forth under employees signature on the last page hereof.

or to any such other or additional persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 8.7.

8.08 Waiver. The waiver by Xxxxxx or Employee of a breach of any provision by the other party, or the failure of either Xxxxxx or Employee to exercise any of the rights set forth herein, shall not operate or be construed as a waiver of any subsequent breach or be deemed to be a waiver by any party of any of its rights hereunder. No waiver by any party at any time, express or implied, of any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision of this Agreement or a consent to any subsequent breach of the same or other provisions.

8.09 Xxxxxx=s Acknowledgments Regarding Authority. The person signing on behalf of Xxxxxx warrants and represents that he has read this Agreement, that he understands it, and that he has full and actual authority to enter into this Agreement on behalf of Xxxxxx. He further represents and warrants that this Agreement is valid and binding on Xxxxxx immediately, without the need for any further approvals, procedures or formalities within the company, and that all approvals, procedures or formalities necessary to effectuate or ratify this Agreement by Xxxxxx (including, but not limited to any required approval of the Compensation Committee of the Board of Directors) have been obtained or will be obtained by Xxxxxx.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the day and year first written above.

EMPLOYEE		XXXXXX COMMUNICATIONS MANAGEMENT COMPANY, INC.
/s/ Xxxx X. Xxxxxxxxx		By   /s/ Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxx 000 Xxxxxxxx Xxxx		Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer

Xxxxxxx, Xxxxxxx 00000

3 SCHEDULE I TO EMPLOYMENT AGREEMENT

FOR XXXX X. XXXXXXXXX

Titled Position:		Chief Legal Officer, Senior Vice President, Secretary
Employment Duties:Responsible for the supervision, operation and management of the Company and its subsidiaries legal matters.
Commencement Date:Effective January 1, 2005
Employment Location:Palm Beach County, Florida
Responsible Officer:Xxxx X. Xxxxxxx, Chief Operating Officer, until further notice from the Chief Executive Officer of the Xxxxxx
Group
Base Salary:		$260,000, effective December 1, 2004
Severance Months:		Twelve (12)
Annual Bonus:		ATotal Annual Bonus Award@ for Employee in any Employment Year shall be 100% of Employee=s Base Salary then in effect, as follows:

(A) 35% of the Total Annual Bonus Award for Employee may be earned as an AIndividual Performance Bonus;@ and

(B) 65% of which may be earned as a APaxson Group Performance Bonus@.

AIndividual Performance Bonus@ - Employee shall be entitled to such award, if, in the opinion of the Responsible Officer, with the concurrence of the Chairman and CEO of the Xxxxxx Group and the Compensation Committee of the Board of Directors, employee has, satisfactorily performed the tasks associated with the Titled Position (which may include, among other things, having remained within budget for such fiscal year).

APaxson Group Performance Bonus@ - Employee shall be entitled to such award, if the Xxxxxx Group achieves the financial performance goals (revenues, cash flow, earnings, etc.) established by the Compensation Committee of the Board of Directors of the Xxxxxx Group for the award of bonuses to other senior management of the Xxxxxx Group.

The Total Annual Bonus Award shall be payable during the first six (6) months of each fiscal year following each fiscal year during the Agreement Term hereof in which the Total Annual Bonus Award is earned and shall be prorated during any partial year of employment covered hereby. For example, a bonus if any, for six (6) months of employment in 2005 would be payable during the first six (6) months of 2006 and determined using 2005 financial goals and would be equal to one-half (1/2) of the Total Annual Bonus Award for such year (e.g. 1/2 of the Individual Performance Bonus and the Xxxxxx Group Performance Bonus, each as may have been earned). Notwithstanding anything to the contrary contained herein, the Annual Bonus described hereunder shall be effective for fiscal year 2005 (payable in the first six months of 2006) and the Annual Bonus terms effective for Employee for fiscal year 2004 (payable in the first six months of 2005), as set forth in any superceded employment agreement or other arrangement, shall remain effective and are hereby incorporated herein in their entirety.

Options On or before the date hereof during fiscal year 2003 and 2004, employee was granted options to acquire restricted and unrestricted stock of Xxxxxx Communications Corporation, with such options and restricted stock being granted subject to various terms, conditions and limitations, including without limitation, vesting or lapse of restrictions on restricted stock and forfeiture, as set forth under the Xxxxxx Communications Corporation 1998 Stock Incentive Plan (the APlan@) the form of stock option agreement and such other documents pursuant to such awards of equity compensation were made.

Employee will be eligible to receive additional option grants based upon Employee=s performance, and on terms and in such amounts as determined by the Compensation Committee of the Board of Directors. Nothing herein shall be deemed to be an obligation to make awards in addition to the award of options and restricted stock described above made on or before the date hereof.

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Notwithstanding anything to the contrary contained herein, an Employee Termination for Good Reason shall constitute a Termination Without Cause hereunder for purposes of the acceleration of vesting of options, or lapse of restrictions on restricted stock, granted to Employee from time to time by Xxxxxx.

Miscellaneous: 1. Without limiting the terms of Section 2.03 of the Agreement, and notwithstanding the otherwise applicable travel expense related policies of Xxxxxx, Employee shall be entitled to travel in business class, or if unavailable, first class, on any business travel reimbursable by the Company.

2. The definition of AEmployee=s Termination for Good Reason@ set forth under Section 3.01(f) is hereby supplemented by adding the following (iii) thereto: A(iii) Xxxxxx makes any material, adverse change in Employee=s position, duties, or responsibilities.@

3. The term ASeverance Months@ above is hereby supplemented to provide that in the event of a termination of employment, which entitles Employee to a severance payment and which occurs six months prior to, or within two years following a Change in Control, Employee shall be entitled to 24 months of severance instead of 12 months specified above.

Employee		Xxxxxx Communications Management Company, Inc.
/s/ Xxxx X. Xxxxxxxxx		By   /s/ Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxx Date: December 22, 2004		Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer

Date: December 24, 2004

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