Exhibit 10.1
As of December 1, 2000
Xx. Xxxxxx X. Xxxxx
c/o Hearst-Argyle Television, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Phil:
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: x/x Xxxxxx-Xxxxxx Xxxxxxxxxx, Xxx.,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
3. Title of Position; Duties: Senior Vice President, Group Head.
You agree to carry out the duties assigned to you by the Chief Executive Officer
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
1, 2001 and continue through December 31, 2002 (the "Term").
5. Salary. You will receive a base salary for all services to Hearst-
Argyle as follows:
a) $415,000 per year during calendar year 2001; and
b) $430,000 per year during calendar year 2002.
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 that
will have a target of 40% of your base salary and 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.
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. 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, 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 cause, which shall mean (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. 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.
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 or geographic area, it shall
be deemed amended to conform to the scope that would 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 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
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 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: Xxxxxx X. Xxxxx
c/o Hearst-Argyle Television, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
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.
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 CEO
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Xxxxxx X. Xxxxx
