FOURTH AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
Exhibit 10.23
FOURTH AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT
This Fourth Amendment to Severance Compensation Agreement (this “Fourth Amendment”), dated as
of the 1st day of July, 2005, is by and between LIN Television Corporation, a Delaware corporation
(the “Company”), and Xxxxxx X. Parent (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to that certain Severance Compensation
Agreement, dated as of February 27, 1997, as amended on October 1, 1999, August 30, 2000, and
October 1, 2002 (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 possible change in control of the Company; and
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 Executive each agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Agreement.
2. Amendment to Paragraph (iii) of Definition of Good Reason. Paragraph (iii) of the
definition of the term “Good Reason” in Section 1(d) of the Agreement shall be deleted in its
entirety and the following shall be inserted in lieu thereof and shall constitute the new paragraph
(iii) of the definition of “Good Reason” for purposes of the Agreement:
Executive’s duties, authority and responsibilities or, in the aggregate, the
program of retirement and welfare benefits offered to Executive, are materially
and adversely diminished, in comparison to the duties, authority, and
responsibilities or the program of benefits, in the aggregate, enjoyed by
Executive as of (A) the time immediately prior to a Xxxxx Muse Change in Control
or (B) if prior to a Xxxxx Muse Change in Control, as of July 1, 2005, or
Executive is demoted from the position that she held as of (Y) the time
immediately prior to such Xxxxx Muse Change in Control or (Z) if prior to a
Xxxxx Muse Change in Control, as of July 1, 2005; provided, however, that if,
subsequent to a Xxxxx Muse Change in Control, the Executive maintains the same
duties, authority and responsibility that she held prior to such Xxxxx Muse
Change in Control, the requirement that the Executive report to officers or the
board of parent companies shall not of itself constitute “Good Reason” unless
such officers or board take actions that materially and adversely
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interfere with the business decisions of Executive with respect to those
business matters otherwise subject to her duties, authority and
responsibilities.
3. Amendment to Paragraph (iv) of Definition of Good Reason. Paragraph (iv) of the definition
of the term “Good Reason” in Section 1(d) of the Agreement shall be deleted in its entirety and, in
order to maintain the sequential numbering of the paragraphs in such definition, the following
shall be inserted in lieu thereof and shall constitute the new paragraph (iv) of the definition of
“Good Reason” for purposes of the Agreement: “[Reserved.]”
4. Amendment to Section 2 of the Agreement. Section 2 of the Agreement shall be deleted in
its entirety and the following shall be inserted in lieu thereof and shall constitute the new
Section 2 of the Agreement:
Severance Compensation Trigger. Executive shall be entitled to
severance compensation as set forth in Section 3 hereof (“Severance
Compensation”) in the event that Executive’s employment is terminated within the
“Extension Period” (as defined below) (i) by the Company without Cause, or (ii)
by Executive within 90 days after Executive has knowledge of the occurrence of
an event constituting Good Reason (clauses (i) or (ii), a “Severance
Compensation Trigger”). The “Extension Period” shall be defined as that certain
period commencing on the date of the Agreement and ending on the date that is
three (3) years following a Xxxxx Muse Change in Control.
Notwithstanding the foregoing, for purposes of this Section 2, the following
events shall not be deemed to be a termination “by the Company without Cause”
that would Executive otherwise constitute a Severance Compensation Trigger:
(a) Termination of Executive’s employment by reason of Executive’s death
or disability (including, without limitation, illness or injury
preventing Executive from performing her duties, as they existed
immediately prior to the illness or injury, of a full-time basis for 180
consecutive business days); or
(b) Termination of Executive’s employment by reason of Executive’s
retirement (including, without limitation, Executive’s voluntary late,
normal or early retirement under a pension plan sponsored by the Company,
as defined in such plan).
5. Amendment to Section 3(a)(i) of the Agreement. Section 3(a)(i) of the Agreement shall be
shall be deleted in its entirety and the following shall be inserted in lieu thereof and shall
constitute the new Section 3(a)(i) of the Agreement:
i) In lieu of any further salary or bonus payments to the
Executive for periods subsequent to the Date of Termination,
the Company shall pay to the Executive not later than the
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tenth day following the Date of Termination a lump sum
severance payment equal to the sum of:
| (x) | amount equal to three times (3x) the Executive’s annual base salary in effect on the Date of Termination (the “Base Salary”); | ||
| (y) | an amount equal to three times (3x): |
(1) the amount of the highest bonus compensation
paid to the Executive with respect to the last
three complete fiscal years, and
(2) the contribution, if any, paid by the Company
for the benefit of the Executive to any 401(k) Plan
in the last complete fiscal year,
| (z) | the present value, determined as of the Date of Termination, of the sum of: |
(1) all benefits which have accrued to the Executive
but have not vested under the LIN Television
Corporation Retirement Plan (the “Retirement Plan”)
as of the Date of Termination, and
(2) all additional benefits which would have accrued
to the Executive under the Retirement Plan if the
employee had continued to be employed by the Company
on the same terms the Executive was employed on as
of the Date of Termination from such Date of
Termination to the date 12 months after the Date of
Termination.
For purposes of this Section, the present value of a future
payment shall be calculated by reference to the actuarial
assumptions (including assumptions with respect to interest
rates) in use immediately prior to the Xxxxx Muse Change in
Control for purposes of calculating actuarial equivalents under
the Retirement Plan.
6. Amendment to Section 3(a)(ii) of the Agreement. Section 3(a)(ii) of the Agreement shall be
shall be deleted in its entirety and the following shall be inserted in lieu thereof and shall
constitute the new Section 3(a)(ii) of the Agreement:
The Company shall provide the Executive for a period commencing on the Date of
Termination and ending on the earlier of the third anniversary of the Date of
Termination or the Executive’s death (the “Benefits Period”), life,
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health, disability and accident insurance benefits and the package of “Executive
benefits” substantially similar, individually and in the aggregate, to those
which the Executive was receiving immediately prior to the Notice of
Termination, or immediately prior to a Xxxxx Muse Change in Control, if greater,
including without limitation, transfer of title of a company automobile,
medical, dental, vision, life and pension benefits, as if Executive were
continuing as an employee of the Company during the Benefits Period, provided,
however, that with respect to the provision of insurance benefits during the
Benefits Period, Executive shall be obligated to continue to pay that proportion
of premiums paid by the Executive immediately prior to such Notice of
Termination or Xxxxx Muse Change in Control, as applicable. The Company shall
apply the statutory health care continuation coverage (“COBRA”) provisions as if
the Executive were a full-time employee of the Company during the Benefits
Period, with the result that (y) the Executive’s spouse and dependents shall be
eligible for continued health insurance coverage that is in all respects
equivalent to COBRA coverage (“COBRA-Equivalent Coverage”) if an event occurs
during the Benefits Period that would have been a “qualifying event” under COBRA
had the Executive been an employee of the Company, and (z) the Executive and the
Executive’s spouse and dependents shall be eligible for COBRA-Equivalent
coverage at the expiration of the Benefits Period and for a period of three
years thereafter as if the Executive’s employment with the Company had
terminated on the last day of the Benefits Period.
7. Amendment to Section 3(a)(iii) of the Agreement. Section 3(a)(iii) of the Agreement shall
be shall be deleted in its entirety and the following shall be inserted in lieu thereof and shall
constitute the new Section 3(a)(iii) of the Agreement:
With respect to all stock options and stock awards granted to the Executive
under the 1998 Stock Option Plan, the 1998 Substitute Stock Option Plan, the
1998 Phantom Stock Plan, and the Amended and Restated 2002 Stock Plan of LIN TV
(collectively, the “Options and Awards”) which are not otherwise exercisable or
vested on the Date of Termination, such Options and Awards shall be deemed
vested and exercisable immediately as of the Date of Termination.
8. Amendment to Section 3(b) of the Agreement. Section 3(b) of the Agreement shall be shall
be deleted in its entirety and the following shall be inserted in lieu thereof and shall constitute
the new Section 3(b) of the Agreement:
(b) Notwithstanding anything to the contrary contained herein:
(i) If the Severance Compensation under this Section 3, either alone or
together with other payments to the Executive from the Company (or any portion
of such aggregate payment) 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
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Executive to the same after-tax position the Executive would have been in if the
excise tax had not been imposed.
(ii) If Executive is a “Specified Employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, or any successor thereto or as such may be amended
hereafter (“Section 409A”), to the extent necessary to satisfy the requirements
of Section 409A, any portion of the Severance Compensation under this Section 3
that shall constitute deferred compensation within the meaning of Section 409A
shall not be due and payable to Executive until the date that is six (6) months
after the Date of Termination.
9. Joinder of LIN TV for Purposes of Section 3(a)(iii) of the Agreement. By executing this
Fourth Amendment, LIN TV agrees to be, and shall be deemed to be, a party to, and be bound by, the
Agreement for purposes of Section 3(a)(iii) of the Agreement (as amended by this Fourth Amendment).
10. Amendment to Section 3(a)(v) of the Agreement. Section 3(a)(v) of the Agreement shall be
deleted in its entirety and there shall be no longer be a Section 3(a)(v) of the Agreement.
11. Reaffirmation of the Severance Agreement. Except as expressly provided herein, the
Agreement is not amended, modified or affected by this Fourth Amendment, and the Agreement and the
rights and obligations of the parties hereto thereunder are hereby ratified and confirmed by the
parties in all respects.
12. Counterparts. This Fourth Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
instrument.
[The remainder of this page has been left blank intentionally.]
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first
written above.
| LIN Television Corporation | Executive | |||||||||
By:
|
/s/ Xxxx X. Xxxxxxx | By: | /s/ Xxxxxx X. Parent | |||||||
| Xxxx X. Xxxxxxx | Xxxxxx X. Parent | |||||||||
| Chairman, President & CEO | ||||||||||
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| For purposes of Section 9 of this Fourth Amendment (and Section 3(a)(iii) of the Agreement): | ||||||||||
| LIN TV Corp. | ||||||||||
By: |
/s/ Xxxx X. Xxxxxxx | |||||||||
| Xxxx X. Xxxxxxx | ||||||||||
| Chairman, President & CEO | ||||||||||
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