EXHIBIT 10(a)(3) - EMPLOYMENT AGREEMENT OF XXXXXX X. XXXXXXXXX
EMPLOYMENT AGREEMENT
AGREEMENT dated as of April 1, 2002 (the "Agreement") between SAGA
COMMUNICATIONS, INC. (the "Corporation") of 00 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000 and XXXXXX X. XXXXXXXXX (hereinafter referred to as
"Christian") of 00 Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxx 00000.
WHEREAS, the Corporation wishes to continue to employ Christian as
Chairman, President and Chief Executive Officer of the Corporation on the terms
and conditions herein set forth; and
WHEREAS, Christian wishes to be employed by the Corporation in those
capacities pursuant to such terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Agreement between the Corporation and Christian reads in its entirety as
follows:
1. The Corporation hereby agrees to employ Christian, effective the date
hereof, as Chairman, President and Chief Executive Officer of the Corporation
and in such additional capacities for the Corporation and/or its affiliates as
the Corporation may from time to time direct. The term (hereinafter referred to
as "the Term") of Christian's employment under this Agreement shall commence on
the date hereof and, except as it may be earlier terminated pursuant to the
provisions hereof, shall terminate March 31, 2009.
2. Christian hereby accepts such employment and agrees to devote such of
his working time and effort as shall be necessary to perform his duties.
3. During the Term of this Agreement, Christian shall be based in the
Corporation's corporate offices in the Grosse Pointe Farms, Michigan area or
other designated areas.
4. The Corporation shall pay to Christian for all services rendered by him
under this Agreement an annual salary at the rate of $450,000 per year effective
April 1, 2002, increasing to $500,000 per year effective January 1, 2003,
payable in installments of two (2) week intervals. In addition, Christian shall
be eligible to participate, in accordance with their terms, in all medical and
health plans, life insurance, profit sharing, pension and such other employment
benefits and stock option programs as are maintained by the Corporation or its
affiliates for other key employees performing services; provided that the
Corporation and its affiliates shall at all times be free to terminate, modify
or amend such plans. During the Term the Corporation will maintain in force all
existing policies of insurance on Christian's life, including the existing split
dollar policy. During the Term the Corporation will also maintain in force its
existing medical reimbursement policy.
5. In addition to the salary specified in paragraph 4, beginning January
1, 2004, Christian shall be entitled to a cost of living increase in his salary
effective on the first day of January in each year, based on the percentage
increase in the Consumer Price Index for all Cities published by the Bureau of
Labor Statistics of the United States Department of Labor (or such other
comparable standard as may then be in effect) during the previous calendar year.
6. In addition to the salary specified in paragraph 4 and the cost of
living adjustment specified in paragraph 5, Christian shall be eligible for (a)
stock options in such amounts as shall be approved by the Board of Directors of
the Corporation from time to time, and (b) bonuses in such amounts as shall be
determined pursuant to the terms of the Chief Executive Officer Annual Incentive
Plan of Saga Communications, Inc., effective January 1, 2000, or as otherwise
determined by the Board of Directors of the Corporation, it being agreed that
Christian's aggregate compensation in any year under paragraphs 4, 5 and 6
hereof (excluding stock options) shall not be less than his average aggregate
annual compensation for the prior three years unless Christian's or the
Corporation's performance shall have declined substantially.
7. The Corporation shall cause Christian to be reimbursed for all
reasonable expenses incurred by him in the performance of his duties hereunder
in each case in accordance with the Corporation's rules and regulations as in
effect from time to time.
8. During his employment hereunder, the Corporation agrees that Christian
shall be furnished with an automobile to be used in connection with his duties
hereunder and such other fringe benefits as have been afforded him in the past
or as are consistent with his position.
9. Christian shall be entitled to a reasonable amount of paid vacation
time in each calendar year, consistent with the provisions of paragraph 2.
10. If Christian, during the Term of this Agreement, shall fail to render
substantially the services required of him hereunder for a continuous period of
eight (8) months or an aggregate period of twelve (12) months during any
eighteen (18) consecutive months (excluding vacations) by reason of his physical
or mental disability, as determined by a physician acceptable to the Corporation
and Christian, either party shall have the right to terminate this Agreement
effective upon thirty (30) days' notice at any time after the eight (8) month or
twelve (12) month period, as the case may be, so long as the disability is
continuing.
11. The Corporation may, by the vote of a majority of disinterested
directors of the Corporation, terminate Christian's employment under this
Agreement at any time "for cause" which term, as used herein, shall mean,
conviction of a felony; willful misconduct; gross neglect of duty; material
breach of fiduciary duty to the Corporation; or material breach of this
Agreement. Christian may be terminated for cause only after not less than ten
(10) days' notice to Christian and an opportunity for Christian to be heard and
to address the charges levied.
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12. Christian's employment under this Agreement shall automatically
terminate upon his death or upon the consummation of a sale or transfer of
control of all or substantially all of the assets or stock of the Corporation or
the consummation of a merger or consolidation involving the Corporation in which
the Corporation is not the surviving corporation. Notwithstanding the foregoing,
any of the above described transactions which does not involve an assignment or
transfer of control of licenses or permits issued by the Federal Communications
Commission (excluding for this purpose any so-called pro forma transfer of
control) shall not cause Christian's employment to terminate.
13. Upon termination of Christian's employment under paragraph 12 (other
than by reason of death), the Corporation will thereupon pay Christian an amount
in cash equal to five times the average of Christian's total annual compensation
(including bonuses but excluding stock options) for each of the three
immediately preceding (and not overlapping) periods of twelve consecutive
months. In addition, the Corporation shall pay Christian such amount as is
necessary to enable Christian to pay all tax liabilities under Internal Revenue
Code Sections 280G and 4999 and all federal and state tax liabilities arising by
reason of payments received pursuant to this sentence, it being the intent of
the parties that Christian be made whole with respect to the economic effect of
Internal Revenue Code Sections 280G and 4999 in connection with his employment.
14. Christian agrees that he will not, during the term of this Agreement,
or thereafter, divulge or disclose to unauthorized parties any confidential
matters or facts relating to the operation of the Corporation or its
subsidiaries which may become known to him by reason of his performance of
duties under this Agreement.
15. All material and ideas pertaining to the business of the Corporation
or any of its subsidiaries that are acquired, obtained, created or developed
during the term of this Agreement shall belong solely to the Corporation.
16. At any time during the Term of this Agreement should Christian
voluntarily terminate his employment with the Corporation, or in the event this
Agreement is terminated "for cause" by the Corporation pursuant to the
provisions of Section 10 hereof, Christian agrees that for a period of three (3)
years thereafter he shall not, without written permission from the Corporation,
directly or indirectly own, manage, operate, joint venture, control, be employed
by or participate in the ownership, management, operation, control of or be
connected in any way with, any radio or television station the primary
transmitter of which is located within 65 miles of the community of license of a
radio or television station (i) then operated by the Corporation or any
subsidiary thereof or (ii) then subject to a sale or purchase contract to which
the Corporation or any subsidiary or parent thereof is a party.
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17. Any notice hereunder shall be effective if given or tendered by
registered or certified mail, return receipt requested:
if to Saga Communications, Inc., addressed
00 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx, XX 00000
if to Christian, addressed
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx Xxxxx, XX 00000
or at such other address as may be set forth in a notice hereunder.
18. This Agreement may be modified or terminated only in writing signed by
both parties and shall not be assigned by either party without the prior written
consent of the other. Any attempted assignment without such consent shall be
void. This Agreement contains the entire understanding of the parties with
respect to its subject matter and, on entering into it, neither party has relied
upon any representation, warranty or covenant not expressly set forth herein.
19. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first set forth.
SAGA COMMUNICATIONS, INC.
By /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chair, Compensation Committee
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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