Exhibit 10.13
EXECUTION COPY
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of January 5, 1998 by
and between ▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual resident of Indiana ("▇▇▇▇▇▇▇"), and
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Nexstar Broadcasting of the Midwest, Inc., a Delaware corporation (the
"Company").
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The Company desires to retain the services of ▇▇▇▇▇▇▇ as the General
Manager of television station WTWO, Terre Haute, IN (the "Station"), and ▇▇▇▇▇▇▇
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desires to be employed by the Company in such capacity on the terms and
conditions set forth in this Agreement.
On the date of this Agreement, ▇▇▇▇▇▇▇ has become party to (a) the
Amended and Restated Limited Liability Company Agreement dated as of January 5,
1998 (as in effect from time to time, the "LLC Agreement") among the members of
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Nexstar Broadcasting Group, L.L.C., a Delaware limited liability company (the
"LLC"), and (b) the Second Amended and Restated Investors Agreement dated as of
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January 5, 1998 (as in effect from time to time, the "Investors Agreement")
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among the LLC and its members.
In consideration of the mutual promises set forth herein and the
mutual benefits to be derived from this Agreement, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Positions and Duties. Subject to the terms and conditions of
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this Agreement, during the term of this Agreement the Company will employ
▇▇▇▇▇▇▇. Effective on and as of the date of this Agreement, ▇▇▇▇▇▇▇ will serve
as the General Manager of the Station. In such position, ▇▇▇▇▇▇▇ will perform
such duties of a managerial nature as are assigned to him from time to time by
the Company's chief executive officer (the "CEO") and/or its Board of Directors
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(the "Board"). ▇▇▇▇▇▇▇ will devote his best efforts to his employment with the
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Company and will devote substantially all of his business time and attention to
the performance of his duties under this Agreement; provided that the foregoing
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will not preclude ▇▇▇▇▇▇▇ from devoting reasonable time to the supervision of
his personal investments, civic and charitable affairs, so long as such
activities do not materially interfere with the performance of ▇▇▇▇▇▇▇' duties
hereunder.
2. Term of Employment. Except if terminated earlier as provided
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below, the Company's employment of ▇▇▇▇▇▇▇ under this Agreement will continue
until April 30, 2002; provided, however, that the term of employment under this
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Agreement will be automatically renewed for successive one-year periods unless,
at least ninety (90) days prior to the end of the then current term of
employment under this Agreement, ▇▇▇▇▇▇▇ or the Company gives written notice to
the other of the notifying party's intent not to renew the term of employment
under this Agreement as of the end of the then current term.
3. Termination. The Company's employment of ▇▇▇▇▇▇▇ under this
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Agreement will terminate prior to the end of the term specified in Paragraph 2
only under the following circumstances:
(a) Death. ▇▇▇▇▇▇▇' death, in which case ▇▇▇▇▇▇▇' employment will
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terminate on the date of death;
(b) Disability. If, as a result of ▇▇▇▇▇▇▇' illness, physical or
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mental disability or other incapacity resulting in ▇▇▇▇▇▇▇' inability to
perform, with or without reasonable accommodation (as defined under the
Americans with Disabilities Act), ▇▇▇▇▇▇▇' duties under this Agreement for
any period of six (6) consecutive months, and within thirty (30) days after
written notice of termination is given by the Company to ▇▇▇▇▇▇▇ (which may
occur before or after the end of such six-month period), ▇▇▇▇▇▇▇ will not
have returned to the performance of ▇▇▇▇▇▇▇' duties hereunder on a full-
time basis, the Company may terminate ▇▇▇▇▇▇▇' employment hereunder as of
the latest of (i) the expiration of such six-month period or (ii) the
thirty-first (31st) day following the giving by the Company of the written
notice of termination;
(c) Consolidation, Merger or Comparable Transaction. In the event
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that the LLC consolidates with or merges with and into any other Person,
effects a share exchange, enters into a comparable capital transaction or
has any or all of its equity securities sold to one or more third parties,
in each case such that the beneficial owners of a majority of the voting
power represented by the securities of the LLC have changed (treating any
Person and the affiliates of such Person as being one and the same Person),
or if the LLC sells all or substantially all of its consolidated assets,
then ▇▇▇▇▇▇▇' employment may, by written notice of termination, be
terminated by the Company or ▇▇▇▇▇▇▇ simultaneously with the consummation
of such consolidation, merger, share exchange, asset sale, stock sale or
comparable transaction;
(d) Termination by the Company for Cause. The Company may terminate
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▇▇▇▇▇▇▇' employment at any time for Cause, such termination to be effective
as of the date stated in a written notice of termination delivered by a
majority of the Board to ▇▇▇▇▇▇▇. Any termination under this Paragraph 3(d)
will not also be deemed to be a termination under Paragraph 3(e). For the
purposes of this Agreement, "Cause" is defined to mean any of the following
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activities by ▇▇▇▇▇▇▇: (i) the conviction of ▇▇▇▇▇▇▇ for a felony or a
crime involving moral turpitude or the commission of any act involving
dishonesty, disloyalty or fraud with respect to the Company or any of its
subsidiaries or affiliates, in each instance which has caused or is
reasonably likely to cause material harm to the Company; (ii) substantial
repeated failure to perform duties which are reasonably directed by the
Board and which are consistent with the terms of this Agreement and the
office specified in ▇▇▇▇▇▇▇▇▇ ▇, (▇▇▇) gross negligence or willful
misconduct with respect to the Company or any of its subsidiaries or
affiliates, in each instance which has caused or is reasonably likely to
cause
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material harm to the Company; or (iv) any other material breach of a
material provision of this Agreement, the Investors Agreement or the LLC
Agreement which is not cured within thirty (30) days after written notice
thereof to ▇▇▇▇▇▇▇;
(e) Termination by the Company Other Than for Cause. The Company may
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terminate ▇▇▇▇▇▇▇' employment for any reason or for no reason upon thirty
(30) days prior written notice to ▇▇▇▇▇▇▇, subject to payment of the
termination payments specified in Paragraph 6. Such termination will be
effective as of the date stated in a written notice of termination
delivered by a majority of the Board to ▇▇▇▇▇▇▇;
(f) Termination by ▇▇▇▇▇▇▇ With Good Reason. ▇▇▇▇▇▇▇ may terminate
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his employment hereunder at any time for Good Reason, such termination to
be effective as of the date stated in a written notice of termination
delivered by ▇▇▇▇▇▇▇ to the Company. For purposes of this Agreement, "Good
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Reason" will mean (i) a material reduction in the duties or position of
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▇▇▇▇▇▇▇, or (ii) a material breach by the Company or the LLC of a material
provision of this Agreement, the Investors Agreement or the LLC Agreement
which adversely affects ▇▇▇▇▇▇▇ and which has not been cured by the
breaching entity within thirty (30) days after ▇▇▇▇▇▇▇ gives written notice
of noncompliance to such entity;
(g) Termination by ▇▇▇▇▇▇▇ Without Good Reason. ▇▇▇▇▇▇▇ may terminate
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his employment hereunder for any reason or for no reason upon thirty (30)
days prior written notice to the Company. Such termination will be
effective as of the date stated in a written notice of termination
delivered by ▇▇▇▇▇▇▇ to the Company; or
(h) Retirement. The Company may require ▇▇▇▇▇▇▇ to retire upon
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attaining age 65 if such action does not violate applicable law; such
action will not be treated as a termination by the Company for purposes of
Paragraph 3(d) or 3(e).
In no event will the termination of ▇▇▇▇▇▇▇' employment affect the rights and
obligations of the parties set forth in this Agreement, except as expressly set
forth herein. Any termination of ▇▇▇▇▇▇▇' employment pursuant to this Paragraph
3 will be deemed to include a resignation by ▇▇▇▇▇▇▇ of all positions with the
Company, the LLC and each of their respective subsidiaries and affiliates.
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4. Compensation.
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(a) Base Salary. During the term of this Agreement, ▇▇▇▇▇▇▇ will be
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entitled to receive an annual base salary ("Base Salary") at the rate
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specified below:
Period Base Salary
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From the date of this Agreement through April 30, 1998..... $110,000
From May 1, 1998 through April 30, 1999.................... $120,000
From May 1, 1999 through April 30, 2000.................... $130,000
From May 1, 2000 through April 30, 2001.................... $140,000
After April 30, 2001....................................... $150,000
(b) Bonus. After the end of each Company fiscal year during the term
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of this Agreement, ▇▇▇▇▇▇▇ will be entitled to receive an annual bonus (the
"Bonus"), in an amount, if any, up to the amount specified below (or in
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excess of such amount of, as the CEO may determine is appropriate in his or
her sole discretion), pro-rated for any partial fiscal year during which
▇▇▇▇▇▇▇ is employed by the Company pursuant to this Agreement, to be
determined by the CEO based on, among other things, whether the Station
achieved the budgeted revenue and profit goals established for the Station
by the CEO for such fiscal year:
After the 1997 fiscal year.................................. $30,000
After the 1998 fiscal year.................................. $35,000
After the 1999 fiscal year.................................. $40,000
After the 2000 fiscal year.................................. $45,000
After the 2001 fiscal year and
each subsequent fiscal year............................... $50,000
(c) Payment. ▇▇▇▇▇▇▇' Base Salary will be paid ratably during each
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12-month period under this Agreement on a basis consistent with other
Company executives. The Bonus provided in Paragraph 4(b), if granted by
the CEO, will be paid in a single payment within thirty (30) days after the
independent certified public accountants regularly employed by the Company
have made available to the Company the audited financial statements for the
appropriate fiscal year. All payments under this Agreement will be subject
to withholding or deduction by reason of the Federal Insurance Contribution
Act, Federal income tax, state income tax and all other applicable laws and
regulations.
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5. Fringe Benefits. During the term of this Agreement, ▇▇▇▇▇▇▇ will
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be entitled to receive, at the Company's expense, medical, other insurance
coverage, and paid vacation as described in the Company's employee handbook.
During the term of this Agreement, the Company will reimburse ▇▇▇▇▇▇▇ for all
approved business expenses which ▇▇▇▇▇▇▇ incurs on the Company's behalf, upon
presentation of appropriate documentation.
6. Termination Payments. ▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇' estate pursuant to
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Paragraph 6(a)) will be entitled to receive the following payments upon
termination of ▇▇▇▇▇▇▇' employment hereunder:
(a) In the event of the termination of ▇▇▇▇▇▇▇' employment pursuant
to any of the following provisions:
Paragraph 3(a) [Death]
Paragraph 3(b) [Disability]
Paragraph 3(d) [By the Company For Cause]
Paragraph 3(g) [By ▇▇▇▇▇▇▇ Without Good Reason]
Paragraph 3(h) [Retirement]
the Company will pay to ▇▇▇▇▇▇▇ (or ▇▇▇▇▇▇▇' estate, as the case may be) as
soon as practicable following such termination all accrued and unpaid Base
Salary as of the date of termination as provided in Paragraph 4 and an
amount (calculated at the rate of the Base Salary in effect on such date)
in respect of all accrued but unutilized vacation time as of such date.
(b) In the event of termination of ▇▇▇▇▇▇▇' employment pursuant to any
of the following provisions:
Paragraph 3(c) [Consolidation, Merger or Comparable
Transaction]
Paragraph 3(e) [By the Company Other Than For Cause]
Paragraph 3(f) [Good Reason]
the Company will pay ▇▇▇▇▇▇▇ the amounts described in Paragraph 6(a) and
will continue to pay the Base Salary which otherwise would be due to
▇▇▇▇▇▇▇ for a period six (6) months after the date of such termination.
For such period, the Company will also continue to provide coverage (at the
Company's expense) under any medical insurance plan available pursuant to
Paragraph 5 in which ▇▇▇▇▇▇▇ was a participant at the time of the
termination of ▇▇▇▇▇▇▇' employment under this Agreement (or such other
medical coverage as the Company provides to employees of the Station
generally from time to time during such period).
Without limiting the remedies available to the Company for breach by ▇▇▇▇▇▇▇ of
Paragraph 7 if ▇▇▇▇▇▇▇ violates the provisions of Paragraph 7 after the
termination of ▇▇▇▇▇▇▇' employment with
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the Company in a manner reasonably determined by the Board to be injurious to
the Company, then ▇▇▇▇▇▇▇ will forfeit any payments under this Paragraph 6 which
are unpaid at the time such violation occurs.
7. Covenant Not to Compete and Non-Disclosure.
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(a) During the term of ▇▇▇▇▇▇▇' employment pursuant to this Agreement
and for a period of one (1) year thereafter, ▇▇▇▇▇▇▇ covenants and agrees
that ▇▇▇▇▇▇▇ will not within any DMA (as determined from time to time by
the ▇. ▇. ▇▇▇▇▇▇▇ Company) in which the Company operates a television
broadcast facility on the date of termination (or in which the Company has
agreed to acquire, or the Board has approved pursuing (and the Company has
not abandoned) the acquisition of, a television broadcast facility on or
prior to the date of termination) whether directly or indirectly, with or
without compensation, (x) enter into or engage in the business of
television broadcasting, or (y) be employed by, act as a consultant to, act
as a director of or own beneficially five percent (5%) or more of any class
of equity or debt securities of any corporation or other commercial
enterprise in the business of television broadcasting, or (z) solicit or do
any business with respect to television broadcasting with any existing
customers of the Company. During the one (1) year after ▇▇▇▇▇▇▇'
employment with the Company terminates, neither ▇▇▇▇▇▇▇ nor any of ▇▇▇▇▇▇▇'
affiliates will hire, solicit, employ or contract with respect to
employment any officer or employee of the Company. For purposes of this
Paragraph 7, the term "Company" will include the Company, the LLC and each
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subsidiary or other affiliate of any of them; provided that the term
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"Company" will not include any affiliates of the Company who are affiliates
of the Company solely by reason of being affiliates of ABRY Broadcast
Partners II, L.P. ("ABRY II") or ABRY Broadcast Partners III, L.P.
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(together with ABRY II, "ABRY").
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(b) ▇▇▇▇▇▇▇ agrees to disclose promptly to the Company and does assign
and agree to assign to the Company, free from any obligation to ▇▇▇▇▇▇▇,
all ▇▇▇▇▇▇▇' right, title and interest in and to any and all ideas,
concepts, processes, improvements and inventions made, conceived, written,
acquired, disclosed or developed by ▇▇▇▇▇▇▇, solely or in concert with
others, during the term of ▇▇▇▇▇▇▇' employment by the Company, which relate
to the business, activities or facilities of the Company, or resulting from
or suggested by any work ▇▇▇▇▇▇▇ may do for the Company or at its request.
▇▇▇▇▇▇▇ further agrees to deliver to the Company any and all drawings,
notes, photographs, copies, outlines, specifications, memoranda and data
relating to such ideas, concepts, processes, improvements and inventions,
to cooperate fully during ▇▇▇▇▇▇▇' employment and thereafter in the
securing of copyright, trademark or patent protection or other similar
rights in the United States and foreign countries, and to give evidence and
testimony and to execute and deliver to the Company all documents requested
by it in connection therewith.
(c) Except as expressly set forth below, ▇▇▇▇▇▇▇ agrees, whether
during ▇▇▇▇▇▇▇' employment pursuant to this Agreement or thereafter, except
as authorized or directed by the Company in writing or pursuant to the
normal exercise of ▇▇▇▇▇▇▇' responsibilities hereunder, not to disclose to
others, use for ▇▇▇▇▇▇▇' benefit, copy or make
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notes of any confidential knowledge or trade secrets or any other knowledge
or information of or relating to the business, activities or facilities of
the Company or any of its affiliates which may come to ▇▇▇▇▇▇▇' knowledge
during ▇▇▇▇▇▇▇' employment pursuant to this Agreement or thereafter.
▇▇▇▇▇▇▇ will not be bound to this obligation of confidentiality and
nondisclosure if:
(i) the knowledge or information will become part of the
public domain by publication or otherwise through no fault of ▇▇▇▇▇▇▇;
(ii) the knowledge or information is disclosed to the recipient
by a third party and ▇▇▇▇▇▇▇ reasonably believes such third party is
in lawful possession of the knowledge or information and has the
lawful right to make disclosure thereof; or
(ii) ▇▇▇▇▇▇▇ is required to disclose such information pursuant
to applicable law or by a court of competent jurisdiction.
(d) Upon termination of employment pursuant to this Agreement, ▇▇▇▇▇▇▇
will deliver to the Company all records, notes, data, memoranda,
photographs, models and equipment of any nature which are in ▇▇▇▇▇▇▇'
possession or control and which are the property of the Company.
(e) The parties understand and agree that the remedies at law for
breach of the covenants in this Paragraph 7 would be inadequate and that
the Company will be entitled to injunctive or such other equitable relief
as a court may deem appropriate for any breach of these covenants. If any
of these covenants will at any time be adjudged invalid to any extent by
any court of competent jurisdiction, such covenant will be deemed modified
to the extent necessary to render it enforceable.
8. Equity Interests.
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(a) Contemporaneous with the execution and delivery of this
Agreement, ▇▇▇▇▇▇▇ has voluntarily elected to purchase 20,205 Class C
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Interests of the LLC (the "Class C Interests") at $.2195 per interest (for
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an aggregate purchase price of $4,435.00 for such Class C Interests).
(b) If ▇▇▇▇▇▇▇' employment with the Company is terminated, except as
contemplated by Paragraph 3(a) [Death] or Paragraph 3(c) [Consolidation, Merger
or Comparable Transaction], then the LLC will have the right, exercisable at any
time within ninety (90) days after the date of termination of employment, to
repurchase for cash the percentage of the aggregate amount of all of ▇▇▇▇▇▇▇'
Class C Interests at ▇▇▇▇▇▇▇' original purchase price for such Class C
Interests, in accordance with the following schedule:
Percentage of
Interests Which May be
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Repurchased
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Termination Before May 1, 1998 100%
Termination On or After May 1, 1998
But Before May 1, 1999 90%
Termination On or After May 1, 1999
But Before May 1, 2000 70%
Termination On or After May 1, 2000
But Before May 1, 2001 50%
Termination On or After May 1, 2001
But Before May 1, 2002 25%
Termination On or After May 1, 2002 0%
If ▇▇▇▇▇▇▇' employment is terminated pursuant to Paragraph 3(a) or 3(c),
then the LLC's right to purchase ▇▇▇▇▇▇▇' Class C Interests pursuant to
this Paragraph 8(b) will automatically terminate.
(c) The closing for any purchase and sale of Class C Interests
pursuant to Paragraph 8(b) will be at the principal executive offices of
the Company at a mutually acceptable time, but in no event more than thirty
(30) days after the date an option to purchase is exercised; provided that
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to the extent such purchase is prohibited under the Company's, the LLC's or
any of their respective subsidiaries' debt financing agreements, such
purchase will occur not more than thirty (30) days after the date on which
all such prohibitions will have been waived or removed.
(d) Appropriate legends will be placed on any certificate representing
any of ▇▇▇▇▇▇▇' Class C Interests referencing the rights, restrictions and
obligations of the LLC with regard to such Interests.
(e) For purposes of this Agreement, references to ▇▇▇▇▇▇▇' Class C
Interests will be deemed to include any Interests of such type directly or
indirectly transferred by ▇▇▇▇▇▇▇ to any of ▇▇▇▇▇▇▇' Permitted Transferees
(as that term is defined in the Investors Agreement).
9. Entire Agreement. This instrument, the LLC Agreement and the
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Investors Agreement embody the entire agreement between the parties hereto with
respect to ▇▇▇▇▇▇▇' employment with the Company, and there have been and are no
other agreements, representations or warranties between the parties regarding
such matters.
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10. No Assignment. This Agreement will not be assigned by ▇▇▇▇▇▇▇
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without the prior written consent of the Company and any attempted assignment
without such prior written consent will be null and void and without legal
effect; provided that in the case of ▇▇▇▇▇▇▇' death or disability this Agreement
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may be enforced by ▇▇▇▇▇▇▇' executors, personal representatives or guardians, to
the extent applicable. This Agreement will not be assigned by the Company
without the prior written consent of ▇▇▇▇▇▇▇ except to any other person or
entity which may acquire or conduct the business of the Company, the LLC and/or
their respective subsidiaries.
11. Notices. All notices, requests, demands and other communications
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hereunder will be deemed to have been duly given when (i) delivered by hand or
if mailed, by certified or registered mail, with postage prepaid; (ii) hand
delivered; or (iii) sent overnight mail or overnight courier:
(a) If to ▇▇▇▇▇▇▇, then to ▇▇▇▇▇ ▇▇▇▇▇▇▇, c/o WTWO, ▇▇▇▇▇ ▇. ▇.▇.
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or as ▇▇▇▇▇▇▇ may otherwise specify by
prior written notice to the Company; and
(b) If to the Company, then c/o: Nexstar Broadcasting Group, Inc.,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇. ▇▇▇▇ or as the Company may otherwise specify by prior written
notice to ▇▇▇▇▇▇▇.
12. Amendment; Modification. This Agreement will not be amended,
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modified or supplemented other than in a writing signed by the parties hereto.
13. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which will be deemed an original, but all of which
together will constitute but one and the same instrument.
14. Headings. The headings in the Paragraphs of this Agreement are
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inserted for convenience only and will not constitute a part of this Agreement.
15. Severability. The parties agree that if any provision of this
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Agreement will under any circumstances be deemed invalid or inoperative, the
Agreement will be construed with the invalid or inoperative provision deleted,
and the rights and obligations of the parties will be construed and enforced
accordingly.
16. Governing Law. This Agreement will be governed by and construed
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in accordance with the internal law of the State of Delaware without giving
effect to any choice of law or conflict provision or rule that would cause the
laws of any jurisdiction other than the State of Delaware to be applied.
17. Legal Fees. In the event of any litigated dispute between or
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among any of the parties to this Agreement, the reasonable legal fees and
expenses of the party successful in such
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dispute (whether by way of a decision by a court or other tribunal) will be paid
promptly by the unsuccessful party upon presentation by the successful party of
an invoice therefor.
18. Representations. ▇▇▇▇▇▇▇ represents and warrants to the Company
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that ▇▇▇▇▇▇▇ is not a party to or bound by any employment agreement, noncompete
agreement or confidentiality agreement with any other person or entity (other
than any agreement described on the attached Schedule 1).
19. Strict Construction. The parties to this Agreement have
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participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement will be construed as if drafted jointly by the parties, and no
presumption or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.
20. Binding Arbitration.
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(a) Generally. The arbitration procedures described in this Paragraph
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20 will be the sole and exclusive method of resolving and remedying claims
under this Agreement ("Disputes"); provided that nothing in this Paragraph
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20 will prohibit a Person from instituting litigation to enforce any Final
Arbitration Award. Except as otherwise provided in the Commercial
Arbitration Rules of the American Arbitration Association as in effect from
time to time (the "AAA Rules"), the arbitration procedures described in
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this Paragraph 20 and any Final Arbitration Award will be governed by, and
will be enforceable pursuant to, the Uniform Arbitration Act as in effect
in the Commonwealth of Massachusetts from time to time. "Person" for the
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purposes of this Agreement means an individual, a partnership, a limited
liability company, a corporation, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization or any governmental
entity.
(b) Notice of Arbitration. If a Person asserts that there exists a
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Dispute, then such Person (the "Disputing Person") will give each other
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Person involved in such Dispute a written notice setting forth the nature
of the asserted Dispute. If all such Persons do not resolve any such
asserted Dispute prior to the 10th business day after such notice is given,
then any of them may commence arbitration pursuant to this Paragraph 20 by
giving each other Person involved in such Dispute a written notice to that
effect (an "Arbitration Notice"), setting forth any matters which are
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required to be set forth therein in accordance with the AAA Rules.
(c) Selection of Arbitrator. The Persons involved in any Dispute will
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attempt to select a single arbitrator by mutual agreement. If no such arbitrator
is selected prior to the 10th business day after the related Arbitration Notice
is given, then an arbitrator which is experienced in matters of the type which
are the subject matter of the Dispute will be selected in accordance with the
AAA Rules.
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(d) Conduct of Arbitration. The arbitration will be conducted in
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Boston, Massachusetts under the AAA Rules, as modified by any written
agreement among the Persons`involved in the Dispute in question. The
arbitrator will conduct the arbitration in a manner so that the final
result, determination, finding, judgment or award determined by the
arbitrator (the "Final Arbitration Award") is made or rendered as soon as
-----------------------
practicable, and the Persons involved will use reasonable efforts to cause
a Final Arbitration Award to occur within 90 days after the arbitrator is
selected. Any Final Arbitration Award will be final and binding upon all
Persons and there will be no appeal from or reexamination of any Final
Arbitration Award, except in the case of fraud, perjury or evident
partiality or misconduct by the arbitrator prejudicing the rights of such
Persons or to correct manifest clerical errors.
(e) Enforcement. A Final Arbitration Award may be enforced in any
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state or federal court having jurisdiction over the subject matter of the
related Dispute.
(f) Expenses. Each prevailing Person in any arbitration proceeding
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described in this Paragraph 20 will be entitled to recover from any non-
prevailing Person(s) its reasonable attorneys' fees and disbursements and
other out-of-pocket costs in addition to any damages or other remedies
awarded to such prevailing Person, and the non-prevailing Person(s) also
will be required to pay all other costs and expenses associated with the
arbitration; provided that (i) if an arbitrator is unable to determine that
--------
one or more Persons are prevailing Person(s) in any such arbitration
proceeding, then such costs and expenses will be equitably allocated by
such arbitrator upon the basis of the outcome of such arbitration
proceeding, and (ii) if such arbitrator is unable to allocate such costs
and expenses in such a manner, then the costs and expenses of such
arbitration will be paid one-half by the Company, and the LLC, on the one
hand, and one-half by ▇▇▇▇▇▇▇, on the other hand, and each Person involved
in such arbitration will pay the out-of-pocket expenses incurred by it. As
part of any Final Arbitration Award, the arbitrator may designate the
prevailing Person(s) for purposes of this Paragraph 20.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
NEXSTAR BROADCASTING OF THE MIDWEST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Its: President and CEO
-------------------------------------
ACCEPTED AND AGREED:
NEXSTAR BROADCASTING GROUP, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, President
ANNEX A
January 5, 1998
ELECTION TO INCLUDE STOCK IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE
The undersigned purchased Class C Interests (the "Interests"), of
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Nexstar Broadcasting Group, L.L.C., a Delaware limited liability company (the
"Company"), on the date hereof. Under certain circumstances, the Company has
--------
the right to repurchase the Interests at cost from the undersigned (or from the
holder of the Interests, if different from the undersigned) should the
undersigned cease to be employed by Nexstar Broadcasting of the Midwest, Inc.
(the "Employer"). Hence, the Interests are subject to a substantial risk of
--------
forfeiture and are non transferable. The undersigned desires to make an
election to have the Interests taxed under the provision of Code (S)83(b) at the
time the undersigned purchased the Interests.
Therefore, pursuant to Code (S)83(b) and Treasury Regulation (S)1.83-2
promulgated thereunder, the undersigned hereby makes an election, with respect
to the Interests (described below), to report as taxable income for calendar
year 1998 the excess (if any) of the Interests' fair market value on the date
hereof over the purchase price thereof.
The following information is supplied in accordance with Treasury
Regulation (S)1.83-2(e):
1. The name, address and social security number of the undersigned:
▇▇▇▇▇ ▇▇▇▇▇▇▇
P. O. ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. A description of the property with respect to which the election is
being made: 20,205 of the Company's Class C Interests.
3. The date on which the property was transferred: the date hereof. The
taxable year for which such election is made: calendar 1998.
4. The restrictions to which the property is subject: Until May 1, 2002,
if the undersigned ceases to be employed by the Employer (except in certain
circumstances) a certain portion of the Interests will be subject to
repurchase by the Company at cost. If the undersigned ceases to be employed
by the Employer (except for certain circumstances) prior to May 1, 1998,
then all of the Interests will be subject to repurchase by the Company at
cost;
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if such cessation of the undersigned's employment occurs prior to May 1,
2002, then not less than 25% of the Interests will be subject to repurchase
by the Company at cost.
5. The fair market value on the date hereof of the property with respect
to which the election is being made, determined without regard to any lapse
restriction to any lapse restrictions: $.2195 per Interest.
6. The amount paid for such property: $.2195 per Interest.
A copy of this election has been furnished to the Secretary of the
Company pursuant to Treasury Regulations (S)1.83-2(e)(7).
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
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