Contract
EXHIBIT 10.35
/s/ Xxxxxxxx X. Xxxxxxx
SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT
SECOND
AMENDMENT (this “Amendment”), dated as of
February 28, 2010, to the Employment Agreement dated as of February 18, 2009
(the “Employment
Agreement”), by and among LIN TV Corp., a Delaware corporation (“Parent”), and LIN Television
Corporation, a Delaware corporation with its headquarters in Providence, Rhode
Island, and a wholly-owned subsidiary of the Parent (the “Company” and, together with
Parent, the “LIN
Companies”), and Xxxxxxxx X. Xxxxxxx (the “Executive”).
W I T N E S S E T
H:
WHEREAS,
the Executive and the LIN Companies are parties to the Employment Agreement;
and
WHEREAS,
the Employment Agreement was amended on October 29, 2009; and
WHEREAS,
the parties desire to further amend the Employment Agreement upon the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the undersigned hereby agree as follows:
1. Defined
Terms. Terms defined in the Employment Agreement and used
herein shall have the meanings given to them in the Employment
Agreement.
2. Amendment to Section
5. Section 5 shall be deleted in its entirety and replaced
with the following:
“a. During
the Service Period, Executive shall be paid by the Company an annual base salary
of One Hundred Eighty Five Thousand Dollars ($185,000) (“Base Salary”), payable in
accordance with the Company’s normal payroll practices. The Base
Salary shall be reviewed by the Compensation Committee of the Board of Parent
(“Compensation
Committee”) no less often than once each calendar year and may be
increased, but not decreased, based upon such a review.
b. With
respect to the portion of the Service Period commencing on January 1, 2010,
Executive shall be eligible to receive, in addition to the Base Salary described
above, an annual bonus payment (a “Performance Bonus”) in an
amount up to Sixty Five Thousand Dollars ($65,000) for such year (a “Performance Bonus Amount”) to
be determined by December 31, 2010, and thereafter, the last day of each
calendar year during the Service Period, or as soon thereafter as practicable,
but in no event later than March 15 of the subsequent calendar year, as
follows:
(i) Solely
with respect to calendar year 2010, Executive shall be eligible to receive a
bonus payment calculated as set forth in this paragraph (i) using a baseline
bonus amount equal to twenty five percent (25%) of the Performance Bonus Amount
(the “2010 Results Bonus Base
Amount”). The amount of the bonus awarded to Executive, if
any, under this paragraph (i) shall be an amount calculated as a percentage of
the 2010 Results Bonus Base Amount (the “2010 Results Bonus
Percentage”). The 2010 Results Bonus Percentage shall be the
percentage set forth on Schedule 5(b)(2010) hereto
that corresponds to the respective percentage by which Parent has achieved the
approved budgeted EBITDA established by the Board of Parent for
2010.
(ii) Solely
with respect to calendar year 2010, Executive shall be eligible to receive a
bonus payment in an amount up to seventy five percent (75%) of the Performance
Bonus Amount, which bonus payment, if any, shall be determined in the sole
discretion of the SVP-CFO of the LIN Companies and the Compensation Committee,
based upon such factors as each may determine to be relevant, which may include
the performance of the LIN Companies and Executive, general business conditions,
and the relative achievement by Executive or the LIN Companies of any goals
established by the SVP-CFO, the Board of Parent or the Compensation
Committee.”
3. No Other Amendments;
Confirmation. Except as expressly amended hereby, the
provisions of the Employment Agreement, as amended, are and shall remain in full
force and effect.
4. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may
be delivered by facsimile transmission of the relevant signature pages
hereof.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first above written.
EXECUTIVE:
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx
XXX TV
CORP.
By: /s/ Xxxxxx X. Parent
Name:
Xxxxxx X. Parent
Title:
Vice President General Counsel
LIN
TELEVISION CORPORATION
By: /s/ Xxxxxx X. Parent
Name:
Xxxxxx X. Parent
Title:
Vice President General Counsel
Schedule
5(b)(2010)
|
Percent
of
EBITDA
|
Bonus
|
|
80.0%
|
Zero
|
|
82.0%
|
32.5%
|
|
84.0%
|
40.0%
|
|
86.0%
|
47.5%
|
|
88.0%
|
55.0%
|
|
90.0%
|
62.5%
|
|
92.0%
|
70.0%
|
|
94.0%
|
77.5%
|
|
96.0%
|
85.0%
|
|
98.0%
|
92.5%
|
|
100.0%
|
100.0%
|
|
101.0%
|
110.0%
|
|
102.0%
|
120.0%
|
|
103.0%
|
130.0%
|
|
104.0%
|
140.0%
|
|
105.0%
|
150.0%
|
|
106.0%
|
160.0%
|
|
107.0%
|
170.0%
|
|
108.0%
|
180.0%
|
|
109.0%
|
190.0%
|
|
110.0%
|
200.0%
|
