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EXHIBIT 10.4
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this
"Amendment") is entered into to be effective as of February 1, 2001, by and
among Sunrise Television Corp., a Delaware corporation (together with its
successors, the "Company"), and its subsidiary, STC Broadcasting, Inc., a
Delaware corporation (together with its successors, "STC"), on the one hand,
and Xxxxx XxXxxxxxxx (the "Executive"), on the other hand.
RECITALS
WHEREAS, the parties hereto entered into that certain Executive
Employment Agreement dated as of February 28, 1997 (the "Employment
Agreement"); and
WHEREAS, the parties hereto now desire to amend the Employment
Agreement in certain respects.
NOW, THEREFORE, in consideration of the recitals above and of the
respective agreements and covenants contained herein and in the Employment
Agreement, and intending to be legally bound hereby, the parties hereby agree
as follows:
1. Defined Terms. Any capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Employment Agreement.
2. Amendments.
(a) Section 2 of the Employment Agreement is hereby amended and
restated in its entirety to read as follows:
"2. Term of Employment. The Executive's Employment
Period shall commence on February 1, 2001 (the "Employment Date") and
shall continue until otherwise terminated in accordance herewith."
(b) Section 5(b) of the Employment Agreement is hereby amended to
make a typographical correction by deleting the number "12" in the last line of
Section 5(b) and replacing in lieu thereof the number "14".
(c) Section 5(c) of the Employment Agreement is hereby amended
and restated in its entirety to read as follows:
"(c) If the Employment Period is terminated by the
Executive for Good Reason or by the Company or STC for any reason
other than Cause or the Executive's death, permanent disability (as
defined in the Company's or STC's Board-approved disability plan or
policy, as in effect from time to time) or retirement (as defined in
the Company's or STC's Board-approved retirement plan or policy, as in
effect from time to time), then, as his exclusive right and remedy in
respect of such termination:
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(i) the Executive shall be entitled to receive from the
Company or STC his Accrued Benefits, except that, for this purpose,
Accrued Benefits shall not include any entitlement to severance under
any Company or STC severance policy generally applicable to the
Company's or STC's salaried employees;
(ii) the Executive shall receive from the Company or STC,
as long as the Executive does not violate the provisions of Paragraph
6 hereof, severance pay equal to the Executive's then current monthly
base salary, payable in accordance with the Company's or STC's regular
pay schedule, for 12 months from the date of termination of
employment; and
(iii) the Executive shall continue to be covered at the
expense of the Company or STC by the same or equivalent medical,
dental, and life insurance coverages as in effect for the Executive
immediately prior to termination of his employment, until the earlier
of (A) the expiration of the period for which he receives severance
pay pursuant to clause (ii) above or (B) the date the Executive has
commenced new employment and has thereby become eligible for
comparable benefits, subject to the Executive's rights under COBRA."
(d) Section 5(d) of the Employment Agreement hereby amended and
restated in its entirety to read as follows:
"(d) Upon the consummation of a Change of Control during
the Executive's Employment Period, this Agreement shall automatically
terminate without the requirement of any notice or any other action on
the part of any party hereto, and the Executive shall receive, as his
exclusive right and remedy in respect of such termination (provided
the Executive continues to abide by his obligations pursuant to this
Section 5(d)), the same benefits as stated in clauses (i) through
(iii) of Paragraph 5(c) hereinabove (without duplication); provided,
however, that the Executive agrees that he shall cooperate fully with
any effort by the Board to negotiate or enter into a transaction that
would result in a Change of Control, including, without limitation,
participating in meetings with prospective investors, acquirors or
others, including financing sources and legal and other advisors. In
addition, the Executive agrees that for a period of six months
following a Change of Control the Executive will make himself
reasonably available, upon reasonable advance notice, to provide such
reasonable transitional assistance to the Person acquiring the Company
or STC and its Subsidiaries as a result of a Change of Control, as the
Person whose transaction has resulted in a Change of Control shall
reasonably request."
3. Remainder of Employment Agreement Unchanged. Except as
expressly set forth herein, this Amendment shall in no way be construed to
modify any provision of the Employment Agreement.
4. Governing Law. The construction and performance of this
Amendment shall be governed by the laws of the State of Texas without giving
effect to the choice of law provisions thereof.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
SUNRISE TELEVISION CORP.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
STC BROADCASTING, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President and
Chief Financial Officer
EXECUTIVE:
/s/ Xxxxx XxXxxxxxxx
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Xxxxx XxXxxxxxxx
