Exhibit 10.12
AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
This Amendment to Severance Compensation Agreement ("Amendment") is entered into
as of this 30th day of August, 2000, between LIN Television Corporation, a
Delaware corporation (the "Company") and Xxxx X. Xxxxxxx (the "Executive").
WHEREAS the Company and the Executive are parties to that certain Severance
Compensation Agreement, dated as of September 5, 1996, as amended on October 1,
1999 (the "Agreement");
WHEREAS the Company is completing the Recapitalization (as hereinafter defined);
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.
2. The definition of "Xxxxx Muse Change in Control" contained in paragraph 2
of the Agreement is hereby amended and restated in its entirety to read as
follows:
"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 then 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;
provided, however, that the Recapitalization and the consummation of the
other transactions contemplated by that certain Letter Agreement dated as
of January 18, 2000, as amended, by and among Xxxxxx/XXX SBS, L.P.,
Xxxxxxxx Capital, Ltd., and Ranger Equity Partners, L.P., shall not
constitute a "Xxxxx Muse Change in Control."
3. The following definition "Recapitalization" is hereby added to paragraph 1
of the Agreement:
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"Recapitalization" shall mean the conversion on August 30, 2000 of all
then outstanding shares of common stock of Ranger Equity Holdings
Corporation ("Ranger") into an equal number of shares of Class B common
stock of Ranger, except for 500,000 shares of common stock then held by
each of Xxxxxx/LIN SBS, L.P. and Xxxxxxxx Capital, Ltd., which 1,000,000
shares were converted into an equal number of shares of Class A common
stock of Ranger. The Recapitalization was effected by filing the Amended
and Restated Certificate of Incorporation of Ranger with the Secretary of
State of the State of Delaware on August 30, 2000.
4. 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/ Xxxxxx X. Parent /s/ Xxxx X. Xxxxxxx
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Xxxxxx X. Parent Xxxx X. Xxxxxxx
Vice President-Deputy General Counsel
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