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FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST
AMENDMENT (this “Amendment”), dated as of
October 29, 2009, to the Employment Agreement dated as of July 12, 2006 (the
“Employment Agreement”),
by and among LIN TV Corp., a Delaware corporation (“Parent”), and LIN Television
Corporation, a Delaware corporation with its headquarters in Providence, Rhode
Island, and a wholly-owned subsidiary of the Parent (the “Company” and, together with
Parent, the “LIN
Companies”), and Vincent L. Sadusky (the “Executive”).
W I T N E S S E T
H:
WHEREAS,
the Executive and the LIN Companies are parties to the Employment Agreement;
and
WHEREAS,
the parties desire to amend the Employment Agreement upon the terms and
conditions set forth herein.
NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the undersigned hereby agree as follows:
1. Defined
Terms. Terms defined in the Employment Agreement and used
herein shall have the meanings given to them in the Employment
Agreement.
2. Amendments to Section
5(b). The following shall be added as a new Section
5(b)(iii):
“5(b)(iii) Solely
with respect to calendar year 2009, Executive shall be eligible to receive a
bonus payment calculated as set forth in this paragraph (iii) (the “2009 Results Bonus”) using a
baseline bonus amount equal to sixty percent (60%) of the Base Salary in effect
as of the last day of the 2009 calendar year (the “2009 Results Bonus Base
Amount”). The amount of the 2009 Results Bonus awarded to
Executive, if any, shall be an amount calculated as a percentage of the 2009
Results Bonus Base Amount (the “2009 Results Bonus
Percentage”). The 2009 Results Bonus Percentage shall be the
percentage set forth on Schedule 5(b)(2009) hereto
that corresponds to the respective percentage by which Parent has achieved the
EBITDA target established by the Board of Parent, with input from Executive, for
2009, as determined by the Compensation Committee of the Board of
Parent. Solely with respect to calendar year 2009, Executive shall be
eligible to receive a bonus payment of up to forty percent (40%) of the Base
Salary in effect as of the last day of the 2009 calendar year (the “2009 Performance
Bonus”). The award, if any, of a 2009 Performance Bonus and
the amount thereof shall be determined by Compensation Committee of the Board of
Parent based upon its assessment of such factors as it may determine to be
relevant, which may include the performance of the LIN Companies and Executive,
general business conditions, and the relative achievement by Executive or the
LIN Companies of any goals established by the Board of Parent or the
Compensation Committee.”
3. No Other Amendments;
Confirmation. Except as expressly amended hereby, the
provisions of the Employment Agreement, as amended, are and shall remain in full
force and effect.
4. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may
be delivered by facsimile transmission of the relevant signature pages
hereof.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
EXECUTIVE:
/s/ Vincent L.
Sadusky
Vincent
L. Sadusky
LIN TV
CORP.
By: /s/ Denise M.
Parent
Name:
Denise M. Parent
Title:
Vice President General Counsel
LIN
TELEVISION CORPORATION
By: /s/ Denise M.
Parent
Name:
Denise M. Parent
Title: Vice
President General Counsel
Schedule 5(b) (2009)
Percent of
EBITDA Bonus
80.0%
Zero
82.0%
32.5%
84.0%
40.0%
86.0%
47.5%
88.0%
55.0%
90.0%
62.5%
92.0%
70.0%
94.0%
77.5%
96.0%
85.0%
98.0%
92.5%
100.0%
100.0%
101.0%
110.0%
102.0%
120.0%
103.0%
130.0%
104.0%
140.0%
105.0%
150.0%
106.0%
160.0%
107.0%
170.0%
108.0% 180.0%
109.0%
190.0%
110.0% 200.0%