exhibit104.htm


    
      

      

    

    


      


      FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT

      


      


      FIRST
AMENDMENT (this “Amendment”), dated as of
October 29, 2009, to the Employment Agreement dated as of October 6, 2008 (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 Richard J. Schmaeling (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)(iv):

       

      “5(b)(iv)  Notwithstanding
the foregoing and solely with respect to calendar year 2009, Executive shall be
eligible to receive a bonus payment calculated as set forth in this paragraph
(iv) using a baseline bonus amount equal to sixty percent (60%) of the
Performance Bonus Amount (the “2009 Results Bonus Base
Amount”).  The amount of the bonus awarded to Executive, if
any, under this paragraph (iv) 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 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 in an
amount up to forty percent (40%) of the Performance Bonus Amount, which bonus
payment, if any, shall be determined in the sole discretion of the President and
CEO of the LIN Companies and the Compensation Committee, based upon such factors
as each 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
President and CEO, 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/ Richard J.
Schmaeling

      Richard
J. Schmaeling

       
 

      


      


      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%