EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of
January 1, 2002, by and among Ranger Equity Holdings Corporation, a Delaware
corporation and LIN Television Corporation, a Delaware corporation (collectively
"LIN TV"), and Xxxx X. Xxxxxxx ("Executive").
WITNESSETH:
WHEREAS, Executive and LIN TV are parties to that certain Employment
Agreement dated as of September 5, 1996, as amended ("Prior Agreement"); and
WHEREAS, this Agreement supersedes the Prior Agreement; and
WHEREAS, LIN TV desires to continue to retain the services of Executive
and Executive is willing to provide services to LIN TV upon the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, LIN TV and Executive hereby agree
as follows:
1. EMPLOYMENT; BOARD OF DIRECTORS SEAT
LIN TV will employ Executive and Executive will accept employment by
LIN TV as its Chairman, President and Chief Executive Officer. Executive will
have the authority, subject to LIN TV's Certificate of Incorporation and
By-Laws, as may be granted from time to time by the Board of Directors of LIN TV
(the "Board") and as otherwise is inherent in such positions. LIN TV will, at
every election for the Board while Executive is employed by LIN TV as Chairman,
President and Chief Executive Officer, use its best efforts to have Executive
nominated for a seat on the Board as a member of the management slate.
2. ATTENTION AND EFFORT
Executive will devote substantially all of his productive time,
ability, attention and effort to LIN TV's business and will skillfully serve its
interests during the term of this Agreement. Notwithstanding the foregoing,
Executive may participate in civic and charitable activities and may serve on
other corporate boards of directors.
3. EFFECTIVENESS; TERM
This Agreement shall become effective upon January 1, 2002. Unless
otherwise terminated pursuant to paragraph 7 hereof, Executive's term of
employment under this Agreement shall expire on December 31, 2006; provided,
however, that this Agreement shall automatically renew for a period of one (1)
year commencing on January 1, 2007 and on each subsequent anniversary thereof
unless either party shall have given the other written notice, not
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less than sixty (60) days prior to the termination date ("Notice of
Nonrenewal"), of such party's desire that this Agreement not be renewed.
4. COMPENSATION
During the term of this Agreement, LIN TV agrees to pay or cause to be
paid to Executive, and Executive agrees to accept in exchange for the services
rendered hereunder by him, the following compensation:
4.1 BASE SALARY
Executive's compensation shall consist, in part, of an annual salary to
be established by the non-management members of the Board (the "Compensation
Committee") by January 1 of each year, which annual salary shall be no less than
Six Hundred Thousand Dollars ($600,000) before all customary payroll deductions.
Such annual salary shall be paid in substantially equal installments and at the
same intervals as other officers of LIN TV are paid. The Compensation Committee
shall determine any increases in the amount of the annual salary in future
years. Executive's base salary, as it may be increased, may not thereafter be
reduced.
4.2 BONUS
Executive shall be entitled to receive, in addition to the annual
salary described above, an annual bonus to be awarded by December 31 of each
year, or as soon thereafter as practicable. The amount of the bonus shall be
determined as set forth on Schedule 4.2 attached hereto and incorporated herein
by reference.
5. BENEFITS
During the term of this Agreement, Executive will be entitled to
participate, subject to and in accordance with applicable eligibility
requirements, in fringe benefit programs as shall be provided from time to time
by, to the extent required, action of the Board (or any person or committee
appointed by the Board to determine fringe benefit programs). In addition, LIN
TV shall adopt or implement such plans or arrangements, supplemental or
otherwise, as are necessary to provide to Executive the same aggregate level of
benefits based on his service throughout the term of this Agreement as he would
receive pursuant to the LIN TV Retirement Plan or any similar plans that may be
adopted by LIN in the future regardless of any otherwise applicable limitations
on benefits, whether based on Executive's salary level or other measures, and
regardless of any subsequent termination of any such plans.
6. OPTION GRANT
Executive has been granted nonqualified stock options (the "Options"),
to purchase shares of LIN TV stock, under the Ranger Equity Holdings Corporation
1998 Stock Option Plan, the Substitute Option Plan and the Phantom Stock Plan
(collectively, the "1998 Plans"), subject to the terms and conditions of the
1998 Plans and the option letter agreements (the "Option
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Letter Agreements") attached as Appendix A to this Agreement and to the further
terms and conditions of this Agreement.
7. TERMINATION
Employment of Executive pursuant to this Agreement may be terminated as
follows, but in any case, the provisions of paragraph 9 hereof shall survive the
termination of this Agreement and the termination of Executive's employment
hereunder:
7.1 BY EITHER PARTY
Either party may terminate the employment of Executive through
termination of this Agreement pursuant to Notice of Nonrenewal delivered in
accordance with Paragraph 3. Termination in this manner shall not constitute
termination with or without Cause or Good Reason (each as defined below).
7.2 BY LIN TV
With or without Cause, LIN TV may terminate the employment of Executive
at any time during the term of employment upon giving Notice of Termination (as
defined below).
7.3 BY EXECUTIVE
Executive may terminate his employment at any time, for any reason,
upon giving Notice of Termination.
7.4 AUTOMATIC TERMINATION
This Agreement and Executive's employment hereunder shall terminate
automatically upon the death or total disability of Executive. The term "total
disability" as used herein shall mean Executive's inability, with or without
reasonable accommodations, to perform the duties set forth in paragraph 1 hereof
for a period or periods aggregating six (6) months in any twelve (12) month
period as a result of physical or mental illness, loss of legal capacity or any
other cause beyond Executive's control, unless Executive is granted a leave of
absence by the Board. All determinations as to whether Executive has suffered
total disability due to physical or mental illness, loss of capacity or any
other medical cause shall be made by a physician who is mutually agreed upon by
Executive and the Compensation Committee. Executive and LIN TV hereby
acknowledge that Executive's ability to perform the duties specified in
paragraph 1 hereof is of the essence of this Agreement. Termination hereunder
shall be deemed to be effective (a) at the end of the calendar month in which
Executive's death occurs or (b) immediately upon determination by the Board of
Executive's total disability, as defined herein.
7.5 NOTICE
The term "Notice of Termination" shall mean at least thirty (30) days'
written notice of termination of Executive's employment, during which period
Executive's employment and
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performance of services will continue; provided, however, that LIN TV may, upon
notice to Executive and without reducing Executive's compensation during such
period, excuse Executive from any or all of his duties during such period. The
effective date of the termination of Executive's employment hereunder shall be
the date specified in the Notice of Termination delivered in accordance with
this subparagraph 7.5.
8. TERMINATION PAYMENTS
In the event of termination of the employment of Executive, all
compensation and benefits set forth in this Agreement shall terminate except as
specifically provided in this paragraph 8:
8.1 TERMINATION BY LIN TV WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD
REASON PRIOR TO A CHANGE IN CONTROL
If LIN TV terminates Executive's employment without Cause prior to the
end of the term of this Agreement, or if Executive terminates employment with
Good Reason and such termination is prior in time to a Change in Control,
Executive shall be entitled to receive (a) termination payments equal to (i)
Executive's annual salary as in effect on the date of termination ("Salary")
multiplied by two, and (ii) an additional sum of one million six hundred
thousand dollars ($1,600,000) in lieu of bonus, (b) any unpaid Salary that has
accrued for services already performed as of the date termination of Executive's
employment becomes effective, and (c) for a period of 24 months following the
Date of Termination, the package of fringe benefits, including health and life,
substantially similar to those which the Executive was receiving immediately
prior to the Date of Termination, subject to Executive's continuing payment of
that proportion of the premiums paid by Executive immediately prior to the
Termination (collectively, the "Termination Payments"); provided, however, that
if Executive shall Compete (as defined below) with LIN TV within one year of the
Termination of Executive's employment pursuant to Executive's termination by LIN
TV without Cause or termination by Executive with Good Reason, in either case
prior to the end of the term of this Agreement, Executive shall be entitled to
receive, in lieu of the amounts specified above, termination payments equal to
(a) one (1) year's Salary and an additional sum of eight hundred thousand
dollars ($800,000) in lieu of bonus, and (b) any unpaid Salary that has accrued
for services already performed as of the date termination of Executive's
employment becomes effective (collectively, the "Minimum Termination Payments");
and provided further, however, that if Executive shall Compete with LIN TV at
any time following termination by Executive with Good Reason, Executive shall
not be entitled to any further benefits under this subparagraph 8.1 from and
after the point in time that Executive begins to Compete with LIN TV.
8.2 TERMINATION BY LIN TV WITH CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON PRIOR TO A CHANGE IN CONTROL
In the case of the termination of Executive's employment by LIN TV with
Cause or by Executive without Good Reason, Executive shall not be entitled to
any payments hereunder,
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other than unpaid salary that has accrued for services already performed as of
the date the termination of Executive's employment becomes effective.
8.3 EXPIRATION OF TERM
In the case of a termination of Executive's employment as a result of
the expiration of the term of this Agreement as a result of Notice of
Nonrenewal, in addition to unpaid salary that has accrued for services already
performed as of the date the termination of Executive's employment becomes
effective, Executive shall be entitled to receive salary continuation payments
for a period of twelve (12) months following the expiration of the term.
8.4 TERMINATION BECAUSE OF DEATH OR TOTAL DISABILITY
In the event of a termination of Executive's employment because of his
death or total disability, Executive or his personal representative shall
receive termination payments equal to six months of Salary from the date of
death or total disability.
8.5 TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL
Notwithstanding subparagraphs 8.1 and 8.2 hereof and in full
substitution therefor, if Executive terminates his employment following a Change
in Control of LIN TV, the compensation due Executive shall be determined in
accordance with the Severance Compensation Agreement (the "Severance Agreement")
between LIN TV and the Executive dated September 5, 1996, as amended. In
addition, in the event Executive's employment will terminate in connection with
a Change in Control, Executive agrees that, upon the request of LIN TV,
Executive will remain in LIN TV's employ pursuant to the terms of this Agreement
for a period of thirty (30) days following a Change in Control.
8.6 OPTION ACCELERATION PRIOR TO A CHANGE IN CONTROL
In the event of termination of Executive's services, other than a
termination following a Change in Control, the Options will terminate in
accordance with the provisions of the 1998 Plans and the Option Letter
Agreements, except that if LIN TV terminates Executive's services without Cause,
or if Executive terminates with Good Reason, prior to the end of the term of
this Agreement, the Options shall become exercisable to the extent of (i) the
number of shares covered by the Options that were purchasable by Executive at
the date of such termination of services and (ii) fifty percent (50%) of the
total number of shares that are subject to each of the Options, but have not yet
vested. Such options shall be exercisable by Executive at any time during the
twelve (12) months following such termination of services but not after the term
of the Option.
8.7 DEFINED TERMS
The terms "Change in Control", "Cause", "Effective Date" and "Good
Reason" shall have the same meaning as defined in the Severance Agreement,
except that Good Reason shall be determined without regard to the occurrence of
a Change in Control or Effective Date.
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8.8 PAYMENT SCHEDULE
All payments under this paragraph 8 shall be made to Executive at the
same interval as payments of salary were made to Executive immediately prior to
termination.
9. NONCOMPETITION AND NONSOLICITATION
9.1 APPLICABILITY
This paragraph 9 shall survive the termination of Executive's
employment with LIN TV or the expiration of the term of this Agreement.
9.2 SCOPE OF COMPETITION
Executive agrees that he will not, directly or indirectly, during his
employment and for a period of one (1) year from the date on which his
employment with LIN TV is terminated by LIN TV for Cause or by Executive without
Good Reason, be employed by, consult with or otherwise perform services for,
own, manage, operate, join, control or participate in the ownership, management,
operation or control of or be connected with, in any manner ("Compete"), any
Broadcaster, unless released from such obligation by the Board. A "Broadcaster"
shall include any station or other entity that broadcasts, transmits or
otherwise provides programming to viewers within the geographical area described
in Schedule 9.2 hereto. By way of description and without limiting the
foregoing, Executive shall be deemed to be connected with a Broadcaster if such
Broadcaster is (a) a partnership in which he is a general or limited partner or
Executive, (b) a corporation or association of which he is a shareholder,
officer, Executive or director, or (c) a partnership, corporation or association
of which he is a member, consultant or agent; provided, however, that nothing
herein shall prevent the purchase or ownership by Executive of shares that
constitute less than five percent (5%) of the outstanding equity securities of a
publicly or privately held corporation, if Executive has no other relationship
with such corporation. Notwithstanding the foregoing, Executive shall not be
deemed to Compete with LIN TV as a result of his association with another entity
if the aggregate population of the market(s) served by both LIN TV and such
entity is less than 20% of the aggregate population in all markets served by
each of LIN TV and such entity. Upon and subject to reasonable notice being
provided to LIN TV by Executive prior to Executive's entering into a position or
association which may cause Executive to Compete with LIN TV, LIN TV will
conduct a timely review of such proposed position or association and notify
Executive regarding LIN TV's view as to whether Executive will thereby Compete
with LIN TV.
9.3 SCOPE OF NONSOLICITATION
Executive shall not directly or indirectly solicit, influence or
entice, or attempt to solicit, influence or entice, any executive, employee, or
consultant of LIN TV to cease his relationship with LIN TV or solicit,
influence, entice or in any way divert any customer, distributor, partner, joint
venturer or supplier of LIN TV to terminate such person's relationship with LIN
TV in order to do business or in any other entity that (a) directly or
indirectly competes with LIN TV or
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produces, markets, distributes, syndicates or otherwise derives benefit from the
production, marketing, distribution or syndication of products, services or
programs that compete with products then produced or services or programs then
being provided or marketed by LIN TV or the feasibility for production of which
LIN TV is then actually studying or (b) is preparing to market or is developing
products, services or programs that will be in competition with the products,
services or programs being studied or developed by LIN TV. The subparagraph 9.3
shall apply during the time period described in subparagraph 9.2 hereof and with
respect to the geographical area described in Schedule 9.2 hereto.
9.4 NONDISCLOSURE: RETURN OF MATERIALS
During the term of his employment by LIN TV and following termination
of such employment, Executive will not disclose (except as required by his
duties to LIN TV), any concept, design, process, technology, trade secret,
customer list, plan, embodiment or invention, any other intellectual property
("Intellectual Property") or any other confidential information, whether
patentable or not, of LIN TV of which Executive becomes informed or aware during
his employment, whether or not developed by Executive. In the event of the
termination of his employment with LIN TV or the expiration of this Agreement,
Executive will return to LIN TV all documents, data and other materials of
whatever nature, including, without limitation, drawings, specifications,
research, reports, embodiments, software and manuals that pertain to his
employment with LIN TV or to any Intellectual Property and shall not retain or
cause or allow any third party to retain photocopies or other reproductions of
the foregoing.
9.5 EQUITABLE RELIEF
Executive acknowledges that the provisions of this paragraph 9 are
essential to LIN TV, that LIN TV would not enter into this Agreement if it did
not include this paragraph 9 and that damages sustained by LIN TV as a result of
a breach of this paragraph 9 cannot be adequately remedied by damages, and
Executive agrees that LIN TV, and in addition to any other remedy it may have
under this Agreement or at law, shall be entitled to injunctive and other
equitable relief to prevent or curtail any breach of any provision of this
Agreement, including, without limitation, this paragraph 9, the prevailing party
shall be entitled to recover costs, expenses, and reasonable attorneys' fees.
9.6 DEFINITION OF LIN TV
For purposes of subparagraph 9.2 and subparagraph 9.3 hereof, "LIN TV"
shall include all subsidiaries of LIN TV, any business ventures in which LIN TV
or its subsidiaries participate and any broadcast station then owned by LIN TV
or to which LIN TV provides any programming or marketing services pursuant to a
local marketing agreement or any other arrangement.
10. REPRESENTATIONS AND WARRANTIES
In order to induce LIN TV to enter into this Agreement, Executive
represents and warrants to LIN TV that neither the execution nor the performance
of this Agreement by
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Executive will violate or conflict in any way with any other agreement to which
Executive may be bound, or with any other duties imposed upon Executive by
corporate or other statutory or common law.
11. NOTICE AND CURE OF BREACH
Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than pursuant to the definition of "Cause" set forth in
subparagraph 8.7 hereof, before such action is taken, the party asserting the
breach of this Agreement shall give the other party at least twenty (20) days'
prior written notice of the existence and the nature of such breach before
taking further action hereunder and shall give the party purportedly in breach
of this Agreement the opportunity to correct such breach during the twenty (20)
day period.
12. FORM OF NOTICE
All notices given hereunder shall be given in writing, shall
specifically refer to this Agreement and shall be personally delivered or sent
by telecopy or other electronic facsimile transmission or by registered or
certified mail, return receipt requested, at the address set forth below or at
such other address as may hereafter be designated by notice given in compliance
with the terms hereof:
If to Executive: Xxxx X. Xxxxxxx
00 Xxxxx Xxxx
Xxxxxxx, XX 00000
If to LIN TV: LIN Television Corporation
0 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attn: Corporate Secretary
If notice is mailed, such notice shall be effective three (3) business
days after deposit in the U.S. mail, postage prepaid, return receipt requested,
or, if notice is personally delivered or sent by telecopy or other electronic
facsimile transmission, it shall be effective upon receipt.
13. WAIVERS
No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof. The express waiver by a party hereto of any right, title, interest or
remedy in a particular instance or circumstance shall not constitute a waiver
thereof in any other instance or circumstance. All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.
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14. AMENDMENTS IN WRITING
No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, or consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by LIN TV and
Executive, and each such amendment, modification, waiver, termination or
discharge shall be effective only in the specific instance and for the specific
purpose for which it is given. No provision of this Agreement shall be varied,
contradicted or explained by any oral agreement, course of dealing or
performance or any other matter not set forth in an agreement in writing and
signed by LIN TV and Executive.
15. APPLICABLE LAW
This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the state of Delaware, without regard
to any rules governing conflict of laws.
16. SEVERABILITY
If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent
permitted by law (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or enforceability shall not affect the validity, legality
or enforceability of any other provision hereof, and (c) any court or arbitrator
having jurisdiction thereover shall have the power to reform such provision to
the extent necessary for such provision to be enforceable under applicable law.
17. ARBITRATION
Subject to the provisions of subparagraph 8.5 hereof, any controversies
or claims arising out of or relating to this Agreement shall be fully and
finally settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect (the "AAA Rules"),
conducted by one arbitrator either mutually agreed upon by LIN TV and Executive
or chosen in accordance with the AAA Rules, except that the parties thereto
shall have any right to discovery as would be permitted by the Federal Rules of
Civil Procedure for a period of ninety (90) days following the commencement of
such arbitration and the arbitrator thereof shall resolve any dispute that
arises in connection with such discovery. The prevailing party shall be entitled
to costs, expenses and reasonable attorneys' fees, and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.
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18. HEADINGS
All headings used herein are for convenience only and shall not in any
way affect the construction of, or be taken into consideration in interpreting,
this Agreement.
19. COUNTERPARTS
This Agreement, and any amendment or modification entered into pursuant
to paragraph 14 hereof, may be executed in any number of counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
20. ENTIRE AGREEMENT
This Agreement on and as of the date hereof constitutes the entire
agreement between LIN TV and Executive with respect to the subject matter hereof
and all prior or contemporaneous oral or written communications, understandings
or agreements between LIN TV and Executive with respect to such subject matter
are hereby superseded and nullified in their entireties. Without limiting the
foregoing, upon the effectiveness of this Agreement the Prior Agreement shall
terminate and neither party shall have any further rights or obligations
thereunder.
21. ASSIGNMENT
This Agreement is personal to Executive and without the prior written
consent of LIN TV shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal representatives. This
Agreement shall inure to the benefit of and be binding upon LIN TV and its
successors and assigns. LIN TV will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of LIN TV to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that LIN TV would be required to perform it if no such succession had taken
place. As used in this Agreement, "LIN TV" shall mean LIN TV as hereinbefore
defined and any successor to its business and/or assets as aforesaid that
assumes and agrees to perform this Agreement by operation of law or otherwise.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date set forth above.
LIN TELEVISION CORPORATION
By: /s/ XXXXXX X. PARENT
----------------------------------------
Xxxxxx X. Parent
Vice President-Deputy General Counsel
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RANGER EQUITY HOLDINGS CORPORATION
By: /s/ XXXXXX X. PARENT
----------------------------------------
Xxxxxx X. Parent
Vice President-Deputy General Counsel
/s/ XXXX X. XXXXXXX
-------------------------------------------
Xxxx X. Xxxxxxx
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SCHEDULE 4.2
The amount of the bonus payable to Executive pursuant to Section 4.2
(the "Target Bonus") and the goals on which the Target Bonus is based shall be
established annually by the Compensation Committee after consulting with
Executive; provided, that the amount of the Target Bonus shall be no less than
Eight Hundred Thousand Dollars ($800,000).
Target Bonus shall be determined as follows:
(a) 50% of the Target Bonus (the "OCF Target Bonus") shall be based on
achieving operating cash flow targets set annually by the Compensation
Committee, based on achieving the level of operating cash flow set
forth in the annual plan approved by the Board. The Compensation
Committee may, in its discretion following consultation with the
Executive, adjust the plan level of operating cash flow, for purposes
of this Agreement, during the course of the year to reflect material
unanticipated or extraordinary developments, or other business factors
making an adjustment appropriate.
If operating cash flow is within 20% of plan, the amount payable with
respect to the OCF Target Bonus shall be (i) the amount of the OCF
Target Bonus plus or minus (depending on whether actual results are
above or below plan) (ii) (X) the OCF Target Bonus multiplied by (Y) a
fraction (I) the numerator of which is the percentage by which actual
results are above or below plan (rounded to the nearest whole
percentage point) and (II) the denominator of which is 20%.
If actual results are equal to or greater than 120% of plan, then the
amount payable with respect to the OCF Target Bonus shall be two times
the OCF Target Bonus plus such additional amount to reflect results in
excess of 120% of plan as shall be determined by the Compensation
Committee in its sole discretion. If actual results are less than or
equal to 80% of plan, the amount payable with respect to the OCF Target
Bonus shall be zero.
(b) 50% of the Target Bonus (the "Goals Bonus") shall be payable based
on the Compensation Committee's assessment of Executive's achievement
of the following "Basic Goals": (i) assembling the most talented and
hardest working senior management team in the industry; (ii) effective
management of public-company (if applicable) oversight issues, viz.
investor relations; internal financing (liquidity and corporate
flexibility) to meet challenges and grasp opportunities); achievement
of an appropriate public-market valuation relative to the industry, if
applicable, taking into account specific external factors affecting the
Company's stock (such as large transactions in its stock); (iii)
achievement of individual station goals including revenue or
market-share targets agreed from time to time by the Compensation
Committee and the Executive (including station audience growth and
audience acquisition); (iv) appropriate response to growth
opportunities, including making appropriate station acquisitions in a
fiscally prudent manner; and (v) effective representation of the
Company and the industry on policy issues to the FCC, Congress, and
other public authorities. The Basic Goals should be discussed annually
between the Compensation Committee and the Executive to agree upon (x)
the specific details of each of the Basic Goals, (y) any modifications
of the
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Basic Goals, and (z) any additional or different goals that they agree
are appropriate for the determination of the Goals Bonus.
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SCHEDULE 9.2
Subparagraph 9.2:
The geographic scope shall include the Designated Market Area,
as defined by X.X. Xxxxxxx Company, (a) in which any station owned or operated
by LIN TV or to which LIN TV provides substantial services related to the
ownership and operation of a station is located and (b) in which any station
which LIN TV has an agreement to acquire, is negotiating an agreement to acquire
or is then studying the feasibility of acquiring is located.
Subparagraph 9.3:
To the extent the activities at issue relate to the ownership or
operation of a broadcasting station, the geographic scope shall be as defined
above with respect to subparagraph 9.2. With respect to all other activities,
the geographic scope shall be defined as all markets in the United States of
America and Canada.
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