Exhibit 10.2
BENEDEK BROADCASTING CORPORATION
0000 Xxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
April 1, 2001
K. Xxxxx Xxxxx
00 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xxx:
Reference is made to the Employment Agreement dated December 31, 2000
(the "Employment Agreement") between you and Benedek Broadcasting Corporation
(the "Company"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Employment Agreement.
The following shall constitute the first amendment to the Employment
Agreement:
1. Paragraph 4 of the Employment Agreement is hereby amended by adding
the following Paragraph 4.4:
"4.4 Loans. In connection with the exercise of options to
acquire common stock of Benedek Communications Corporation ("BCC"),
Executive executed and delivered to BCC a promissory note dated January
1, 1998 (the "Note") in the principal amount of $555,000 representing
the purchase price for the shares of common stock acquired upon
exercise of the options. In order to induce Executive to remain with
the Company until the expiration of the term of the Employment
Agreement on December 31, 2003, the Company shall pay to Executive on
the Forgiveness Date (as herein defined) and subject to the conditions
thereto, such amount as shall be necessary, on an After-Tax Basis (as
herein defined), to discharge all amounts due under the Note (including
interest that has or may accrue thereon). The term "Forgiveness Date"
means the earliest to occur of (a) December 31, 2003 provided Executive
remains continuously employed by the Company through such date, (b) the
death or disability of Executive prior to December 31, 2003 if
Executive has been continuously employed by the Company through such
date or (c) the termination of Executive's employment with the Company
on or prior to December 31, 2003 by the Company without cause. The term
"After-Tax Basis" means, with respect to any payment to be received by
Executive, the amount of such payment (the "base payment") supplemented
by a further payment (the "additional payment") to Executive so that
the sum of the base payment plus the additional payment shall, after
deduction of the amount of all Federal, state and local income Taxes
required to be paid by Executive in respect to the receipt or accrual
of the base payment and the additional payment, be equal to the amount
required to be received.
Such calculations shall be made on the basis of the highest generally
applicable Federal, state and local income tax rates applicable to
Executive and shall take into account the deductibility of state and
local income taxes for Federal income tax purposes."
2. Except as specifically amended above, the Employment Agreement is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
3. This amendment shall be governed by and construed in accordance with
the laws of the State of Illinois without regard to conflicts of laws
principles.
4. This amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original copy of this amendment and all of which,
when taken together, shall be deemed to constitute one and the same agreement.
If the foregoing correctly sets forth our understanding and agreement,
please sign where indicated below.
BENEDEK COMMUNICATIONS CORPORATION
By: /s/ a. Xxxxxxx Xxxxxxx
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Name: a. Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
BENEDEK BROADCASTING CORPORATION
By: /s/ a. Xxxxxxx Xxxxxxx
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Name: a. Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
ACCEPTED AND AGREED TO:
/s/ K. Xxxxx Xxxxx
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K. Xxxxx Xxxxx
