HEARST-ARGYLE TELEVISION, INC.
Exhibit 10.9
HEARST-ARGYLE TELEVISION, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
| As of January 21, 2004 |
Xx. Xxxxxx X. Xxxxx
[ADDRESS ON FILE]
Dear Xxxxx:
This letter constitutes all of the terms of the Employment
Agreement between you and Hearst-Argyle Television, Inc.
(“Hearst-Argyle”). It is subject to the approval of
the Board of Directors of Hearst-Argyle. The terms are as
follows:
1. Legal Name of Employee: Xxxxxx X. Xxxxx
2. Mailing Address of
Employee: [ADDRESS ON FILE]
3. Title of Position;
Duties SVP,
Chief Legal & Development Officer
You agree to carry out the duties assigned to you by the
President and CEO of Hearst-Argyle. Hearst-Argyle has the right
to assign you to other duties consistent with those of other
executives of your level.
4. Length of Employment. The term of this Agreement
will start on January 21, 2004 and continue through
December 31, 2005 (the “Term”).
5. Salary. You will receive a base salary for all
services to Hearst-Argyle as follows:
| a) $485,000 for the period from January 21, 2004 through December 31, 2004 (pro-rated for the partial year); and | |
| b) $510,000 for the period from January 1, 2005 through December 31, 2005. |
The salary will be paid according to Hearst-Argyle’s
payroll practices, but not less frequently than twice a month.
You acknowledge that you are not entitled to overtime pay.
In addition it is understood that you are eligible to receive a
bonus up to a maximum of 75% of your base salary. The criteria
for the bonus will be set by the Compensation Committee of the
Board of Directors of Hearst-Argyle, at its sole discretion. The
bonus is payable only for as long as you work for Hearst-Argyle,
and will be payable only at the end of a complete bonus cycle
and is not proratable, except in the event of your death, when
it will be proratable. In determining the amount of your bonus,
the books and records of Hearst-Argyle are absolute and final
and not open to dispute by you. Hearst-Argyle will pay any bonus
due you by March 31 of the year following the year for
which the bonus is applicable.
In addition, and subject to the approval of the Board of
Directors of Hearst-Argyle, in March, 2004, you will be provided
with an option to acquire 40,000 shares of Series A
Common Stock, $0.01 par value, of Hearst-Argyle. The option
will be provided in accordance with Hearst-Argyle’s Amended
and Restated 1997 Stock Option Plan and the individual option
agreement associated with the grant of the option.
6. Exclusive Services. You agree that you will work
only for Hearst-Argyle, and will not render services or give
business advice, paid or otherwise, to anyone else, without
getting Hearst-Argyle’s written approval. However, you may
participate as a member of the board of directors of other
organizations and in charitable and community organizations, but
only if such activities do not conflict or interfere with your
work for Hearst-Argyle, and if such work is approved in advance
by Hearst-Argyle, which approval will not be unreasonably
withheld. You acknowledge that your services will be unique,
special and original and will be financially and competitively
valuable to Hearst-Argyle, and that your violation of this
paragraph will cause Hearst-Argyle irreparable harm for which
money damages alone would not adequately compensate
Hearst-Argyle.
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Accordingly, you acknowledge that if you violate this paragraph,
Hearst-Argyle has the right to apply for and obtain injunctive
relief to stop such violation (without the posting of any bond,
and you hereby waive any bond-posting requirements in connection
with injunctive relief), in addition to any other appropriate
rights and remedies it might lawfully have.
7. No Conflicts. You agree that there is no reason
why you cannot make this Agreement with Hearst-Argyle,
including, but not limited to, having a contract, written or
otherwise, with another employer.
8. Termination of Employment. Hearst-Argyle has the
right to end this Agreement:
| a) Upon your death; or | |
| b) For any of the following: (i) indictment for a felony, (ii) failure to carry out, or neglect or misconduct in the performance of, your duties hereunder or a breach of this Agreement; (iii) willful failure to comply with applicable laws with respect to the conduct of Hearst-Argyle’s business, (iv) theft, fraud or embezzlement resulting in gain or personal enrichment, directly or indirectly, to you at Hearst-Argyle’s expense, (v) addiction to an illegal drug, (vi) conduct or involvement in a situation that brings, or may bring, you into public disrespect, tends to offend the community or any group thereof, or embarrasses or reflects unfavorably on Hearst-Argyle’s reputation (or the reputation of the station at which you are employed), or (vii) willful failure to comply with the reasonable directions of senior management. |
9. Payment for Plugs. You acknowledge that you are
familiar with Sections 317 and 508 of the Communications
Act of 1934 and are aware that it is illegal without full
disclosure to promote products or services in which you have a
financial interest. You agree not to participate in any such
promotion under any circumstances and understand that to do so
is a violation of law as well as a cause for termination. Also,
you agree that you will not become involved in any financial
situation which might compromise or cause a conflict with your
obligations under this paragraph or this Agreement without first
talking with Hearst-Argyle about your intentions and obtaining
Hearst-Argyle’s written consent.
10. Confidentiality. You agree that while employed
by Hearst-Argyle and after this Agreement is terminated or
expires, you will not use or divulge or in any way distribute to
any person or entity, including a future employer, any
confidential information of any nature relating to
Hearst-Argyle’s business, except for such disclosures as
may be required by applicable law or judicial process. You will
surrender to Hearst-Argyle at the end of your employment all its
property in your possession. If you breach this paragraph,
Hearst-Argyle has the right to apply for and obtain injunctive
relief to stop such a violation, in addition to its other legal
remedies, as outlined in Paragraph 6.
You agree to keep the terms of this Agreement confidential from
everybody except your professional advisors and family, except
for such disclosures as may be required by applicable law or
judicial process.
11. Non-Solicitation; Non-Hire. You agree that for
two (2) years after the expiration or termination of this
Agreement, you will not hire, solicit, aid or suggest to any
(i) employee of Hearst-Argyle, its subsidiaries or
affiliates, (ii) independent contractor or other service
provider or (iii) any customer, agency or advertiser of
Hearst-Argyle, its subsidiaries or affiliates to terminate such
relationship or to stop doing business with Hearst-Argyle, its
subsidiaries or affiliates.
If you violate this provision, Hearst-Argyle will have the same
right to injunctive relief as outlined in Paragraph 6, as
well as any other remedies it may have. If any court of
competent jurisdiction finds any part of this paragraph
unenforceable as to its duration, scope, geographic area or
otherwise, it shall be deemed amended so as to permit it to be
enforced.
12. Officer; Director. Upon request, you agree that
you will serve as an officer or director, in addition to your
present position, of Hearst-Argyle or any affiliated entity,
without additional pay.
13. Continuation of Agreement. This Agreement and
your employment shall terminate upon the expiration of the Term
(unless terminated earlier pursuant to Paragraph 8 hereof),
provided that if Hearst-Argyle gives you written notice of
extension then this Agreement shall continue on a month-to-month
basis
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until the earlier of (i) the commencement of a renewal or
extension agreement between you and Hearst-Argyle, or
(ii) termination of this Agreement by either party on
fifteen days written notice to the other.
14. Assignment of Agreement. Hearst-Argyle has the
right to transfer this Agreement to a successor, to a purchaser
of substantially all of its assets or its business or to any
parent, subsidiary, or affiliated corporation or entity and you
will be obligated to carry out the terms of this Agreement for
that new owner or transferee. You have no right to assign this
Agreement, and any attempt to do so is null and void.
15. State Law. This Agreement will be interpreted
under the laws of the State of New York, without regard to
conflicts or choice of law rules.
16. No Other Agreements. This Agreement is the only
agreement between you and Hearst-Argyle. It supersedes any other
agreements, amendments or understandings you and Hearst-Argyle
may have had. This Agreement may be amended only in a written
document signed by both parties.
17. Approvals. In any situation requiring the
approval of Hearst-Argyle, such approval must be given by the
President and Chief Executive Officer of Hearst-Argyle
Television, Inc.
18. Dispute Resolution. Hearst-Argyle and Employee
agree that any claim (other than claims arising out of
Paragraphs 6 or 12 of this Agreement) which either party
may have against the other under local, state or federal law
including, but not limited to, matters of discrimination,
matters arising out of the termination or alleged breach of this
Agreement or the terms, conditions or termination of employment,
will be submitted to mediation and, if mediation is
unsuccessful, to final and binding arbitration in accordance
with Hearst-Argyle’s Dispute Settlement Procedure
(“Procedure”), of which Employee has received a copy.
During the pendency of any claim under this Procedure,
Hearst-Argyle and Employee agree to make no statement orally or
in writing regarding the existence of the claim or the facts
forming the basis of such claim, or any statement orally or in
writing which could impair or disparage the personal or business
reputation of Hearst-Argyle or Employee. The Procedure is hereby
incorporated by reference into this Agreement.
19. Correspondence. All correspondence between you
and Hearst-Argyle will be written and sent by certified mail,
return receipt requested, or by personal delivery or courier, to
the following addresses:
|
If to Hearst-Argyle:
|
Hearst-Argyle Television, Inc. | |||
| 000 Xxxxxxx Xxxxxx | ||||
| 00xx Xxxxx | ||||
| Xxx Xxxx, Xxx Xxxx 00000 | ||||
| Attn: | Xxxxx X. Xxxxxxx | |||
| President and CEO | ||||
|
with a copy to:
|
General Counsel | |||
| Hearst-Argyle Television, Inc. | ||||
| 000 Xxxxxxx Xxxxxx | ||||
| 00xx Xxxxx | ||||
| Xxx Xxxx, Xxx Xxxx 00000 | ||||
|
If to Employee:
|
Xx. Xxxxxx X. Xxxxx | |||
| [ADDRESS ON FILE] | ||||
Either party may change its address in writing sent to the above
addresses.
20. Severability. If a court decides that any part
of this Agreement is unenforceable, the rest of the Agreement
will survive.
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21. Originals of Agreement. This Agreement may be
signed in any number of counterparts, each of which shall be
considered an original.
| HEARST-ARGYLE TELEVISION, INC. |
| By: | /s/ Xxxxx X. Xxxxxxx |
|
|
| Title: | President and Chief Executive Officer |
| By: | /s/ Xxxxxx X. Xxxxx |
|
|
|
| Xxxxxx X. Xxxxx |
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