AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Exhibit 10.20
AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
This Amendment to Severance Compensation Agreement (“Amendment”) is entered into as of this
1st day of October 1999, and effective as of March 3, 1998 between LIN Television
Corporation, a Delaware corporation (the “Company”) and Xxxxxx X. Parent (the Executive”).
WHEREAS the Company and the Executive are parties to that certain Severance Compensation Agreement,
dated as of February 27, 1997 (the “Agreement”);
WHEREAS the Company believes it is in its best interest to reinforce and encourage Executive’s
continued disinterested attention and undistracted dedication in the potentially disturbing
circumstances of a change in control of the Company, by extending the term of the Agreement as
provided for herein;
WHEREAS the parties desire to amend the Agreement upon the terms contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
Company and the Executive agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them
in the Agreement. The following terms used herein shall be defined as follows:
Affiliate: shall mean, as to any Person, a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, such Person.
Person or Persons: shall mean any person or entity of any nature whatsoever, specifically
including an individual, a firm, a company, a corporation, a partnership, a trust, or other entity.
Board of Directors: shall mean the Board of Directors of the Company.
Continuing Directors: shall mean, any Person who (i) was a member of the Board of Directors of the
Company on October 1, 1999, (ii) is thereafter nominated for election or elected to the Board of
Directors of the Company with the affirmative vote of a majority of the Continuing Directors who
are members of such Board of Directors at the time of such nomination or election, or (iii) is a
Director and also a member of the Shareholder Group.
Shareholder Group: shall mean Hicks, Muse, Xxxx & Xxxxx Incorporated, its Affiliates and their
respective employees, officers, and directors.
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2. The first sentence of Paragraph 2 shall be deleted in its entirety and replaced with the
following: “Executive will be entitled to severance compensation as set forth in section 3
(“Severance Compensation”) in the event Executive’s employment is terminated within the “Extension
Period” (as defined below) (a) by the Company without Cause, or (b) by Executive within 90 days
after Executive has knowledge of the occurrence of an event constituting Good Reason. The
Extension Period shall be defined as that certain period of time commencing on the date first
above-written and terminating on the date that is two (2) years following a “Xxxxx Muse Change in
Control” (as defined below).
A Xxxxx Muse Change in Control shall mean the first to occur of any of the following events:
(i) any sale, lease, exchange, or other transfer (in one transaction or series of related
transactions) of all or substantially all of the assets of the Company to any Person or group of
related Persons for purposes of Section 13(d) of the Exchange Act, other than one or more members
of the Shareholder Group;
(ii) a majority of the Board of Directors of the Company shall consist of Persons who are not
Continuing Directors; or
(iii) the acquisition by any Person or Persons (other than one or more members of the Shareholder
Group) of the power, directly or indirectly, to vote or direct the voting of securities having more
than 50% of the ordinary voting power for the election of directors of the Company.”
3. The definition for “Change in Control” contained in Paragraph 1(b) of the Agreement
shall be deleted and replaced with the definition of the “Xxxxx Muse Change in Control” set forth
above. All references to “Change in Control” in the Agreement shall mean and refer to a “Xxxxx
Muse Change in Control”.
4. “1994 Stock Incentive Plan and the 1994 Stock Adjustment Plan” shall be deleted from
Paragraph 3(a)(iii) of the Agreement and replaced with “Ranger Equity Holdings Corporation stock
plans (1998 Stock Option Plan, the 1998 Substitute Stock Option Plan and the 1998 Phantom Stock
Plan)”.
5. Paragraph 3(b) of the Agreement shall be deleted in its entirety and replaced with the
following: “If the Severance Compensation under this Section 3, either alone or together with
other payments to the Executive from the Company, would constitute an “excess parachute payment”
(as defined in Section 280G of the Code), such Severance Compensation shall be increased by a
payment sufficient to restore the Executive to the same after-tax position the Executive would have
been in if the excise tax had not been imposed.
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6. Except as otherwise specifically amended hereby, the Agreement remains in full force
and effect, without other amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| LIN TELEVISION CORPORATION | EXECUTIVE | |||||||||
By: |
/s/ Xxxx X. Xxxxxxx | /s/ Xxxxxx X. Parent | ||||||||
| Xxxxxx X. Parent | ||||||||||
Title: |
President and CEO | |||||||||
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