1
EXHIBIT 10.25
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of September 5,
1996, between LIN Television Corporation, a Delaware corporation ("LIN TV"), and
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Executive");
WITNESSETH:
----------
WHEREAS, Executive has been a party to that certain Employment Agreement
dated as of October 19, 1990 between LIN Broadcasting Corporation ("LIN
Broadcasting") and Executive and that certain Employment Agreement dated
December 29, 1994 (the "Prior Agreements"); and
WHEREAS, the October 19, 1990 Prior Agreement has been assigned to LIN TV
in the course of the spin-off of LIN TV by its former parent corporation, LIN
Broadcasting, which occurred on December 28, 1994 (the "Distribution"); and
WHEREAS, LIN TV desires to continue to retain the services of Executive
upon the terms and conditions set forth herein; and
WHEREAS, Executive is willing to provide services to LIN TV upon the terms
and conditions set forth herein;
AGREEMENTS:
----------
NOW, THEREFORE, for and in consideration of the foregoing premises and for
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, LIN TV and Executive hereby agree as follows:
1. EMPLOYMENT; BOARD OF DIRECTORS SEAT
LIN TV will employ Executive and Executive will accept employment by LIN
TV as its President and Chief Executive Officer. Executive will have the
authority, subject to LIN TV's Certificate of Incorporation and By-Laws, as may
be granted from time to time by the Board of Directors of LIN TV (the "Board")
and as otherwise is inherent in such positions. LIN TV will, at every election
for the Board while Executive is employed by LIN TV as Chief Executive Officer,
use its best efforts to have Executive nominated for a seat on the Board as a
member of the management slate. Although Executive was elected as a director by
LIN Broadcasting as the sole stockholder of LIN TV prior to the Distribution,
his continuation as a director shall be subject to the will of LIN TV's
stockholders and the Board, as provided in LIN TV's Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws. Removal of
Executive from or nonelection of Executive to the Board by LIN TV's stockholders
or the Board, as provided in LIN TV's Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws, shall in no event be deemed a
breach of this Agreement by LIN TV.
2. ATTENTION AND EFFORT
Executive will devote his entire productive time, ability, attention and
effort to LIN TV's business and will skillfully serve its interests during the
term of this Agreement.
3. EFFECTIVENESS; TERM
This Agreement shall become effective upon December 29, 1994 (the
"Agreement Date"). Unless otherwise terminated pursuant to paragraph 7 hereof,
Executive's term of employment under this Agreement shall expire on the fifth
(5th) anniversary of the Agreement Date (i.e., five (5) years after the
2
Agreement Date); provided, however, that this Agreement shall automatically
renew for a period of one (1) year commencing on the fifth (5th) anniversary of
the Agreement Date and on each subsequent anniversary thereof unless either
party shall have given the other written notice, not less that ninety (90) days
prior to the termination date ("Notice of Nonrenewal"), of such party's desire
that this Agreement not be renewed.
4. COMPENSATION
During the term of this Agreement, LIN TV agrees to pay or cause to be
paid to Executive, and Executive agrees to accept in exchange for the services
rendered hereunder by him, the following compensation:
4.1 BASE SALARY
Executive's compensation shall consist, in part, of an annual salary to be
established by the Compensation Committee of the Board (the "Compensation
Committee") by January 1 of each year, which annual salary shall be no less than
four hundred seventy-five thousand dollars ($475,000) before all customary
payroll deductions. Such annual salary shall be paid in substantially equal
installments and at the same intervals as other officers of LIN TV are paid. The
Compensation Committee shall determine any increases in the amount of the annual
salary in future years. Executive's base salary, as it may be increased, may not
thereafter be reduced.
4.2 BONUS
Executive shall be entitled to receive, in addition to the annual salary
described above, an annual bonus to be awarded by December 31 of each year, or
as soon thereafter as practicable. The amount of the bonus shall be determined
as set forth on Schedule 4.2 attached hereto and incorporated herein by
reference.
5. BENEFITS
During the term of this Agreement, Executive will be entitled to
participate, subject to and in accordance with applicable eligibility
requirements, in fringe benefit programs as shall be provided from time to time
by, to the extent required, action of the Board (or any person or committee
appointed by the Board to determine fringe benefit programs and other
emoluments). In addition, LIN TV shall adopt or implement such plans or
arrangements, supplemental or otherwise, as are necessary to provide to
Executive the same aggregate level of benefits based on his service throughout
the term of this Agreement as he would receive pursuant to the LIN TV Retirement
Plan or any similar plans that may be adopted by LIN in the future regardless of
any otherwise applicable limitations on benefits, whether based on Executive's
salary level or other measures, and regardless of any subsequent termination of
any such plans.
6. OPTION GRANT
Executive has been granted two nonqualified stock options (the "Options"),
one to purchase two hundred fifty thousand (250,000) shares of LIN TV common
stock, par value $.01 per share (the "Common Stock"), under the LIN TV 1994
Stock Incentive Plan (the "1994 Plan"), and one to purchase one hundred thousand
(100,000) shares of Common Stock, subject to the terms and conditions of the
1994 Plan and the option letter agreement (the "Option Letter Agreement")
attached as Appendix A to this Agreement and to the further terms and conditions
of this Agreement.
7. TERMINATION
3
Employment of Executive pursuant to this Agreement may be terminated as
follows, but in any case, the provisions of paragraph 9 hereof shall survive the
termination of this Agreement and the termination of Executive's employment
hereunder:
7.1 BY EITHER PARTY
Either party may terminate the employment of Executive through termination
of this Agreement pursuant to Notice of Nonrenewal delivered in accordance with
Paragraph 3. Termination in this manner shall not constitute termination with or
without Cause or Good Reason (each as defined below).
7.2 BY LIN TV
With or without Cause, LIN TV may terminate the employment of Executive at
any time during the term of employment upon giving Notice of Termination (as
defined below).
7.3 BY EXECUTIVE
Executive may terminate his employment at any time, for any reason, upon
giving Notice of Termination.
7.4 AUTOMATIC TERMINATION
This agreement and Executive's employment hereunder shall terminate
automatically upon the death or total disability of Executive. The term "total
disability" as used herein shall mean Executive's inability, with or without
reasonable accommodations, to perform the duties set forth in paragraph 1 hereof
for a period or periods aggregating six (6) months in any twelve (12) month
period as a result of physical or mental illness, loss of legal capacity or any
other cause beyond Executive's control, unless Executive is granted a leave of
absence by the Board. All determinations as to whether Executive has suffered
total disability due to physical or mental illness, loss of capacity or any
other medical cause shall be made by a physician who is mutually agreed upon by
Executive and the Compensation Committee. Executive and LIN TV hereby
acknowledge that Executive's ability to perform the duties specified in
paragraph 1 hereof is of the essence of this Agreement. Termination hereunder
shall be deemed to be effective (a) at the end of the calendar month in which
Executive's death occurs or (b) immediately upon determination by the Board of
Executive's total disability, as defined herein.
7.5 NOTICE
The term "Notice of Termination" shall mean at least thirty (30) days'
written notice of termination of Executive's employment, during which period
Executive's employment and performance of services will continue; provided,
however, that LIN TV may, upon notice to Executive and without reducing
Executive's compensation during such period, excuse Executive from any or all of
his duties during such period. The effective date of the termination of
Executive's employment hereunder shall be the date specified in the Notice of
Termination delivered in accordance with this subparagraph 7.5.
8. TERMINATION PAYMENTS
In the event of termination of the employment of Executive, all
compensation and benefits set forth in this Agreement shall terminate except as
specifically provided in this paragraph 8:
8.1 TERMINATION BY LIN TV WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD
REASON PRIOR TO A CHANGE IN CONTROL
4
If LIN TV terminates Executive's employment without Cause prior to the end
of the term of this Agreement, or if Executive terminates employment with Good
Reason and such termination is prior in time to a Change in Control, Executive
shall be entitled to receive (a) termination payments equal to (i) Executive's
annual salary as in effect on the date of termination ("Salary") multiplied by
two, and (ii) an additional sum of three hundred thousand dollars ($300,000) in
lieu of bonus, (b) any unpaid Salary that has accrued for services already
performed as of the date termination of Executive's employment becomes
effective, and (c) for a period of 24 months following the Date of Termination,
the package of fringe benefits, including health, life, and disability,
substantially similar to those which the Executive was receiving immediately
prior to the Date of Termination, subject to Executive's continuing payment of
that proportion of the premiums paid by Executive immediately prior to the
Termination (collectively, the "Termination Payments"); provided, however, that
if Executive shall Compete (as defined below) with LIN TV within one year of the
Termination of Executive's employment pursuant to Executive's termination by LIN
TV without Cause or termination by Executive with Good Reason, in either case
prior to the end of the term of this Agreement, Executive shall be entitled to
receive termination payments equal to (a) one (1) year's Salary and an
additional sum of one hundred fifty thousand dollars ($150,000) in lieu of
bonus, and (b) any unpaid Salary that has accrued for services already performed
as of the date termination of Executive's employment becomes effective
(collectively, the "Minimum Termination Payments"); and provided further,
however, that if Executive shall Compete with LIN TV at any time following
termination by Executive with Good Reason, Executive shall not be entitled to
any further benefits under this subparagraph 8.1 from and after the point in
time that Executive begins to Compete with LIN TV.
8.2 TERMINATION BY LIN TV WITH CAUSE OR BY EXECUTIVE WITHOUT GOOD
REASON PRIOR TO A CHANGE IN CONTROL
In the case of the termination of Executive's employment by LIN TV with
Cause or by Executive without Good Reason, Executive shall not be entitled to
any payments hereunder, other than unpaid salary that has accrued for services
already performed as of the date the termination of Executive's employment
becomes effective.
8.3 EXPIRATION OF TERM
In the case of a termination of Executive's employment as a result of the
expiration of the term of this Agreement as a result of Notice of Nonrenewal,
Executive shall not be entitled to receive any payments hereunder, other than
those unpaid salary that has accrued for services already performed as of the
date the termination of Executive's employment becomes effective.
8.4 TERMINATION BECAUSE OF DEATH OR TOTAL DISABILITY
In the event of a termination of Executive's employment because of his
death or total disability, Executive or his personal representative shall
receive termination payments equal to six months of Salary from the date of
death or total disability.
8.5 TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL
Notwithstanding subparagraphs 8.1 and 8.2 hereof and in full substitution
therefor, if Executive terminates his employment following a Change in Control
of LIN TV, the compensation due Executive shall be determined in accordance with
the Severance Compensation Agreement (the "Severance Agreement") between LIN TV
and the Executive dated September 5, 1996.
8.6 OPTION ACCELERATION PRIOR TO A CHANGE IN CONTROL
5
In the event of termination of Executive's services, other than a
termination following a Change in Control, the Options will terminate in
accordance with the provisions of the 1994 Plan and the Option Letter Agreement,
except that if LIN TV terminates Executive's services without Cause, or if
Executive terminates with Good Reason, prior to the end of the term of this
Agreement, the Options shall become exercisable to the extent of (i) the number
of shares covered by the Options that were purchasable by Executive at the date
of such termination of services and (ii) fifty percent (50%) of the total number
of shares that are subject to each of the Options, but have not yet vested. Such
options shall be exercisable by Executive at any time during the twelve (12)
months following such termination of services but not after the term of the
Option.
8.7 DEFINED TERMS
The terms "Change in Control", "Cause", "Effective Date" and "Good Reason"
shall have the same meaning as defined in the Severance Agreement, except that
Good Reason shall be determined without regard to the occurrence of a Change in
Control or Effective Date.
8.8 PAYMENT SCHEDULE
All payments under this paragraph 8 shall be made to Executive at the same
interval as payments of salary were made to Executive immediately prior to
termination.
9. NONCOMPETITION AND NONSOLICITATION
9.1 APPLICABILITY
This paragraph 9 shall survive the termination of Executive's employment
with LIN TV or the expiration of the term of this Agreement.
9.2 SCOPE OF COMPETITION
Executive agrees that he will not, directly or indirectly, during his
employment and for a period of one (1) year from the date on which his
employment with LIN TV is terminated by LIN TV for Cause or by Executive without
Good Reason, be employed by, consult with or otherwise perform services for,
own, manage, operate, join, control or participate in the ownership, management,
operation or control of or be connected with, in any manner ("Compete"), any
Broadcaster, unless released from such obligation by the Board. A "Broadcaster"
shall include any station or other entity that broadcasts, transmits or
otherwise provides programming to viewers or provides substantial services to
any station or other entity that broadcasts, transmits or otherwise provides
programming to viewers within the geographical area described in Schedule 9.2
hereto. By way of description and without limiting the foregoing, Executive
shall be deemed to be connected with a Broadcaster if such Broadcaster is (a) a
partnership in which he is a general or limited partner or Executive, (b) a
corporation or association of which he is a shareholder, officer, Executive or
director, or (c) a partnership, corporation or association of which he is a
member, consultant or agent; provided; however, that nothing herein shall
prevent the purchase or ownership by Executive of shares that constitute less
than five percent (5%) of the outstanding equity securities of a publicly or
privately held corporation, if Executive has no other relationship with such
corporation. Notwithstanding the foregoing, Executive shall not be deemed to
Compete with LIN TV as a result of his association with another entity if the
aggregate population of the market(s) served by both LIN TV and such entity is
less than 20% of the aggregate population in all markets served by each of LIN
TV and such entity. Upon and subject to reasonable notice being provided to LIN
TV by Executive prior to Executive's entering into a position or association
which may cause Executive to Compete with LIN TV, LIN TV will conduct a timely
review of such proposed position or association and notify Executive regarding
LIN TV's view as to whether Executive will thereby Compete with LIN TV.
6
9.3 SCOPE OF NONSOLICITATION
Executive shall not directly or indirectly solicit, influence or entice,
or attempt to solicit, influence or entice, any executive, employee, or
consultant of LIN TV to cease his relationship with LIN TV or solicit,
influence, entice or in any way divert any customer, distributor, partner, joint
venturer or supplier of LIN TV to terminate such person's relationship with LIN
TV in order to do business or in any other entity that (a) directly or
indirectly competes with LIN TV or produces, markets, distributes, syndicates or
otherwise derives benefit from the production, marketing, distribution or
syndication of products, services or programs that compete with products then
produced or services or programs then being provided or marketed by LIN TV or
the feasibility for production of which LIN TV is then actually studying or (b)
is preparing to market or is developing products, services or programs that will
be in competition with the products, services or programs being studied or
developed by LIN TV. The subparagraph 9.3 shall apply during the time period
described in subparagraph 9.2 hereof and with respect to the geographical area
described in Schedule 9.2 hereto.
9.4 NONDISCLOSURE; RETURN OF MATERIALS
During the term of his employment by LIN TV and following termination of
such employment, Executive will not disclose (except as required by his duties
to LIN TV), any concept, design, process, technology, trade secret, customer
list, plan, embodiment or invention, any other intellectual property
("Intellectual Property") or any other confidential information, whether
patentable or not, of LIN TV of which Executive becomes informed or aware during
his employment, whether or not developed by Executive. In the event of the
termination of his employment with LIN TV or the expiration of this Agreement,
Executive will return to LIN TV all documents, data and other materials of
whatever nature, including, without limitation, drawings, specifications,
research, reports, embodiments, software and manuals that pertain to his
employment with LIN TV or to any Intellectual Property and shall not retain or
cause or allow any third party to retain photocopies or other reproductions of
the foregoing.
9.5 EQUITABLE RELIEF
Executive acknowledges that the provisions of this paragraph 9 are
essential to LIN TV, that LIN TV would not enter into this Agreement if it did
not include this paragraph 9 and that damages sustained by LIN TV as a result of
a breach of this paragraph 9 cannot be adequately remedied by damages, and
Executive agrees that LIN TV, and in addition to any other remedy it may have
under this Agreement or at law, shall be entitled to injunctive and other
equitable relief to prevent or curtail any breach of any provision of this
Agreement, including, without limitation, this paragraph 9. In the event of any
legal action to enforce the provisions of this paragraph 9, the prevailing party
shall be entitled to recover costs, expenses, and reasonable attorneys' fees.
9.6 DEFINITION OF LIN TV
For purposes of subparagraph 9.2 and subparagraph 9.3 hereof, "LIN TV"
shall include all subsidiaries of LIN TV, any business ventures in which LIN TV
or its subsidiaries participate and any broadcast station then owned by LIN TV
or to which LIN TV provides any programming or marketing services pursuant to a
local marketing agreement or any other arrangement.
10. REPRESENTATIONS AND WARRANTIES
In order to induce LIN TV to enter into this Agreement, Executive
represents and warrants to LIN TV that neither the execution nor the performance
of this Agreement by Executive will violate or
7
conflict in any way with any other agreement by which Executive may be bound, or
with any other duties imposed upon Executive by corporate or other statutory or
common law.
11. NOTICE AND CURE OF BREACH
Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than pursuant to the definition of "Cause" set forth in
subparagraph 7.8 hereof, before such action is taken, the party asserting the
breach of this Agreement shall give the other party at least twenty (20) days'
prior written notice of the existence and the nature of such breach before
taking further action hereunder and shall give the party purportedly in breach
of this Agreement the opportunity to correct such breach during the twenty (20)
day period.
12. FORM OF NOTICE
All notices given hereunder shall be given in writing, shall specifically
refer to this Agreement and shall be personally delivered or sent by telecopy or
other electronic facsimile transmission or by registered or certified mail,
return receipt requested, at the address set forth below or at such other
address as may hereafter be designated by notice given in compliance with the
terms hereof:
If to Executive: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to LIN TV: LIN Television Corporation
Four ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Corporate Secretary
If notice is mailed, such notice shall be effective three (3) business days
after deposit in the U.S. mail or, if notice is personally delivered or sent by
telecopy or other electronic facsimile transmission, it shall be effective upon
receipt.
13. WAIVERS
No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof. The express waiver by a party hereto of any right, title, interest or
remedy in a particular instance or circumstance shall not constitute a waiver
thereof in any other instance or circumstance. All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.
14. AMENDMENTS IN WRITING
No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, nor consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by LIN TV and
Executive, and each such amendment, modification, waiver, termination or
discharge shall be effective only in the specific instance and for the specific
purpose for which it is given. No provision of this Agreement shall be varied,
contradicted or explained by any oral agreement, course of dealing or
performance or any other matter not set forth in an agreement in writing and
signed by LIN TV and Executive.
8
15. APPLICABLE LAW
This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the state of Delaware, without regard
to any rules governing conflict of laws.
16. SEVERABILITY
If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent
permitted by law (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or enforceability shall not affect the validity, legality
or enforceability of any other provision hereof, and (c) any court or arbitrator
having jurisdiction thereover shall have the power to reform such provision to
the extent necessary for such provision to be enforceable under applicable law.
17. ARBITRATION
Subject to the provisions of subparagraph 8.5 hereof, any controversies or
claims arising out of or relating to this Agreement shall be fully and finally
settled by arbitration in accordance with the Commerical Arbitration Rules of
the American Arbitration Association then in effect (the "AAA Rules"), conducted
by one arbitrator either mutually agreed upon by LIN TV and Executive or chosen
in accordance with the AAA Rules, except that the parties thereto shall have any
right to discovery as would be permitted by the Federal Rules of Civil Procedure
for a period of ninety (90) days following the commencement of such arbitration
and the arbitrator thereof shall resolve any dispute that arises in connection
with such discovery. The prevailing party shall be entitled to costs, expenses
and reasonable attorneys' fees, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
18. HEADINGS
All headings used herein are for convenience only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.
19. COUNTERPARTS
This Agreement, and any amendment or modification entered into pursuant to
paragraph 14 hereof, may be executed in any number of counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
20. ENTIRE AGREEMENT
This Agreement on and as of the date hereof constitutes the entire
agreement between LIN TV and Executive with respect to the subject matter hereof
and all prior or contemporaneous oral or written communications, understandings
or agreements between LIN TV and Executive with respect to such subject matter
are hereby superseded and nullified in their entireties. Without limiting the
foregoing, upon the effectiveness of this Agreement the Prior Agreement shall
terminate and neither party shall have any further rights or obligations
thereunder.
21. ASSIGNMENT
9
This Agreement is personal to the Executive and without the prior written
consent of LIN TV shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal representatives. This
Agreement shall inure to the benefit of and be binding upon LIN TV and its
successors and assigns. LIN TV will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of LIN TV to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that LIN TV would be required to perform it if no such succession had taken
place. As used in this Agreement, "LIN TV" shall mean LIN TV as hereinbefore
defined and any successor to its business and/or assets as aforesaid that
assumes and agrees to perform this Agreement by operation of law or otherwise.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement on July 24, 1995, effective as provided in paragraph 3 above.
LIN TELEVISION CORPORATION ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its Vice President - Finance
10
SCHEDULE 4.2
The amount of the bonus payable to Executive pursuant to Section 4.2 (the
"Target Bonus") and the goals on which the Target Bonus is based shall be
established annually by the Compensation Committee after consulting with
Executive; provided, that the amount of the Target Bonus shall be no less than
$150,000.
The Target Bonus shall be payable as follows:
(1) One-half of the Target Bonus (the "OCF Target Bonus") shall be payable
upon the "core" stations owned by LIN TV (consisting, for 1995, of KXAN-TV,
KXAS-TV, WAND-TV, WANE-TV, WAVY-TV, and WISH-TV and as shall be determined in
future years by the Compensation Committee) achieving the level of operating
cash flow set forth in the annual plan approved by the Board of Directors. The
Compensation Committee may, in its discretion following consultation with
Executive, adjust the plan level of operating cash flow, for purposes of this
Agreement, during the course of the year to reflect material unanticipated or
extraordinary developments.
If operating cash flow is within 20% of plan, the amount payable with
respect to the OCF Target Bonus shall be (i) the amount of the OCF Target Bonus
plus or minus (depending on whether actual results are above or below plan) (ii)
(X) the OCF Target Bonus multiplied by (Y) a fraction (I) the numerator of which
is the percentage by which actual results are above or below plan (rounded down
to the nearest whole percentage point) and (II) the denominator of which is 20%.
Examples (assuming an OCF Target Bonus of $75,000):
ACTUAL RESULTS EQUAL PLAN - Payment equals (i) $75,000 + (ii) (X)
$75,000 x (Y) (100% - 100%)/20%) = $75,000 + ($75,000 x 0) = $75,000.
ACTUAL RESULTS EQUAL 113.6% OF PLAN - Payment equals (i) $75,000 +
(ii) ((X) $75,000 x (Y) (113.6% - 100%/20%) = $75,000 + ($75,000 x
(13%/20%)) = $75,000 + ($75,000 x 0.65) = $75,000 + $48,750 = $123,750.
ACTUAL RESULTS EQUAL 87.5% OF PLAN - Payment equals (i) $75,000 -
(ii) ((X) $75,000 x (Y) (100% - 87.5%/20%) = $75,000 - ($75,000 x
(12%/20%)) = $75,000 - ($75,000 x 0.6) = $75,000 - $45,000 = $30,000.
If actual results are equal to or greater than 120% of plan, then the
amount payable with respect to the OCF Target Bonus shall be two times the OCF
Target Bonus plus such additional amount to reflect results in excess of 120% of
plan as shall be determined by the Compensation Committee in its sole
discretion. If actual results are less than or equal to 80% of plan, the amount
payable with respect to the OCF Target Bonus shall be zero.
(2) One-half of the Target Bonus shall be payable based on Executive's
achievement of other objectives to be established annually by the Compensation
Committee after consulting with Executive. For 1995, such objectives shall be
the Five Goals outlined in the memorandum from Executive to the Compensation
Committee by memo dated February 21, 1995. Thereafter, such objectives shall
serve as a model for the objectives to be established, but the Compensation
Committee may established additional or different goals in its sole discretion.
11
SCHEDULE 9.2
Subparagraph 9.2:
The geographic scope shall include the Designated Market Area, as defined
by ▇.▇. ▇▇▇▇▇▇▇ Company, (a) in which any station owned or operated by LIN TV or
to which LIN TV provides substantial services related to the ownership and
operation of a station is located and (b) in which any station which LIN TV has
an agreement to acquire, is negotiating an agreement to acquire or is then
studying the feasibility of acquiring is located.
Subparagraph 9.3:
To the extent the activities at issue relate to the ownership or operation
of a broadcasting station, the geographic scope shall be as defined above with
respect to subparagraph 9.2. With respect to all other activities, the
geographic scope shall be defined as all markets in the United States of America
and Canada.