Employment Agreement / Stephen P. Appel



 






EXHIBIT 10.243




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of January 1, 2004 by and
between PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC., a Florida corporation
(“Paxson”), and Steven Appel, an individual resident of the State of New York
(“Employee”).



RECITALS




     A. Paxson, a wholly owned subsidiary of Paxson Communications Corporation (“PCC”),
provides managerial and administrative services to the various businesses operated by PCC and its
subsidiaries and affiliates (collectively, the “Paxson Group”), including the PAXTV
television programming network service, any other programming networks and various television
stations owned or otherwise held, operated or programmed by the Paxson Group.



     B. Paxson desires to continue to employ Employee to perform executive and administrative
duties for the Paxson Group while holding the “Titled Position” set forth in Schedule I
annexed hereto.



     C. Employee wishes to enter into this Agreement and to be employed by Paxson as the Titled
Position for the Paxson Group and to provide services to Paxson on the terms and conditions set
forth in this Agreement.



AGREEMENTS




     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement, the parties intending to be bound legally, hereby agree as follows:



SECTION 1. EMPLOYMENT




     1.01 Term of Employment. The term of this Agreement (the “Agreement Term”) shall
be deemed to have commenced as of the “Commencement Date” set forth in Schedule I
hereof, and shall continue until the third (3rd) anniversary of the Commencement Date
(as such date is extended from time to time in accordance with the terms hereof, the “Scheduled
Termination Date”), unless the Agreement Term is extended or terminated sooner in accordance with
this Agreement. The Agreement Term and the then effective Scheduled Termination Date shall
automatically be extended by one year on the date (the “Renewal Date”) which is the number of
Severance Months specified on Schedule I hereof prior to the then effective Scheduled Termination
Date unless the Company provides irrevocable written notice (a “Non-Renewal Notice”) to the
Employee not later than the last business day before the Renewal Date, that the Company has



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elected not extend the Agreement Term beyond the then effective Scheduled Termination Date.



     1.02 Duties. Employee acknowledges, agrees and accepts employment by Paxson in the Titled
Position for the Paxson Group and in such capacity Employee shall be responsible for the
performance of the duties of the Titled Position and for such other executive and administrative
duties as may be designated from time to time by the Responsible Officer or the Chairman of PCC.
Employee shall be provided by Paxson suitable office space for Employee in the “Employment
Location”, as identified on Schedule I annexed hereto, together with all reasonable support
staff and secretarial assistance, equipment, stationary, books and supplies, as determined by the
Responsible Officer. Employee shall use Employee’s best efforts during the term of
employment hereunder to further, enhance and develop the business of PCC, the Paxson Group and any
networks or stations it may own or operate. Subject to the direction of the “Responsible
Officer”, as identified in Schedule I annexed hereto, Employee shall perform such duties as
set forth in Schedule I annexed hereto under “Employment Duties.” Except as expressly
modified herein, Employee shall be subject to all of the Paxson Group’s policies including
payola, plugola and conflicts of interest, as well as the following:




     (a) Employee will comply with all Paxson Group and professional standards governing
Employee’s objectivity in the performance of Employee’s duties, including
restrictions on outside activities, investments, business interests, or other involvements
which could compromise Employee’s objectivity or create an impression of conflict of
interest. Employee will not knowingly, without the prior approval of Employee’s
Responsible Officer on behalf of Paxson, accept any gift, compensation, or gratuity (which
excludes business meals and entertainment received by Employee in the ordinary course of
business) from any person or entity with which the Paxson Group or any of its broadcast
properties is or may be in competition or in any instance where there is a stated or implied
expectation of favorable treatment of that person or entity. Employee will not, without the
prior written approval of Employee’s Responsible Officer, take advantage of any
business opportunity or situation or engage in any enterprise or venture of which the Paxson
Group may have an interest on his or her own behalf, if said business opportunity or
situation, enterprise or venture is related in any way to or is similar to the business of
the Paxson Group.




     (b) In performing the Employment Duties under this Agreement, Employee shall conduct
himself with due regard to social conventions, public morals and standards of decency, and
will not cause or permit any situation or occurrence which would tend to degrade,
scandalize, bring into public disrepute, or otherwise lower the community standing of
Employee, or Paxson’s public image.



     1.03 Activities. Employee shall, except during vacation periods, periods of illness, and
leaves of absence approved by Paxson, devote full and undivided business time, attention and
energies to the duties and responsibilities required by Paxson, as directed by



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the Responsible Officer. During the Agreement Term, Employee shall not engage in any other
business activity which would conflict with Employee’s duties without the prior written
approval of Employee’s Responsible Officer on behalf of Paxson, which shall not be
unreasonably withheld; provided, however, that Paxson may withhold its consent to any business
activity by Employee that Paxson determines would directly interfere, impair or hinder in any way
Employee’s ability to perform or otherwise satisfy Employee’s responsibilities and
duties from time to time in effect, as the holder of the Titled Position of the Paxson Group or
otherwise, under this Agreement.



     1.04 Delegation of Duties. Employee may not delegate the performance of any of
Employee’s obligations or duties under this Agreement, or assign any of Employee’s
rights under this Agreement, without the prior written consent of Paxson, except that Employee may
delegate duties to other employees of Paxson where reasonable and customary in the ordinary course
of Paxson’s business and consistent with the performance of the Titled Position.



SECTION 2. COMPENSATION AND BENEFITS. Beginning on the Commencement Date, Employee shall be
compensated for the performance of the Employment Duties performed under the terms hereof as
follows:



     2.01 Base Salary and Annual Cash Bonus. As compensation for the services performed by
Employee hereunder, Employee shall receive a Base Salary and Annual Cash Bonus, as follows:




     (a) Initial Base Salary. Paxson and Employee acknowledge and agree that
Employee’s current Base Salary in effect for the current Employment Year shall be the
per year amount set forth in Schedule I hereof. For purposes of this Agreement,
“Employment Year” means a calendar year ended December 31.




     (b) Increase in Base Salary. For each Employment Year after the current
Employment Year (each such year a “Successive Employment Year”), Employee’s Base Salary
shall be subject to such increase, if any, for each such Successive Employment Year as shall
be as determined by the Responsible Officer (subject to the approval of the Chairman of the
Board of PCC, and, if applicable, the Compensation Committee of the Board of Directors of
PCC).




     (c) Bonus. Employee shall be entitled to earn an annual bonus, based upon
Paxson Group performance and the Employee’s individual performance, in the amount and on the
terms described in Schedule I annexed hereto.




     (d) Manner of Payment. Employee’s Base Salary shall be paid, at
Paxson’s option, either (i) in equal bi-monthly installments, or (ii) in accordance
with the customary payroll policies of Paxson with respect to its management employees.



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     2.02 Other Cash and Non-Cash Compensation. In addition to Employee’s Base Salary,
Employee may, as determined from time to time, in the sole discretion of Paxson, be eligible to
receive or participate in cash and non-cash compensation programs, including, without limitation,
annual and special cash and non-cash bonus awards, grants of stock options, restricted stock,
“phantom-equity” and stock appreciation rights (collectively, “Non-Cash
Compensation”). Employee’s rights in respect of any Non-Cash Compensation shall be
governed under the terms of a separate document or documents, if any Non-Cash Compensation is to be
awarded to Employee. Under no circumstance should this provision be deemed to constitute any
express or implied right, entitlement or interest of Employee to be awarded or participate in, or
obligation, agreement or requirement of Paxson, to award, provide or offer to Employee, any form of
Non-Cash Compensation, all of which rights, entitlements, interests, obligations, agreements or
understandings are hereby expressly disclaimed.



     2.03 Business Expenses. Upon proper substantiation and documentation by Employee, Paxson
shall reimburse Employee promptly for all reasonable travel, entertainment and other similar
business expenses incurred by Employee in the performance of Employee’s duties under this
Agreement. Reimbursement of expenses will be made in accordance with applicable policies of
Paxson. All extraordinary disbursements and expenditures by Employee, and any disbursements and
expenditures that are not provided for in any budget established by Paxson, must be approved in
advance by Paxson.



     2.04 Personal Time. Employee shall be entitled to the number of weeks of personal time off in
accordance with Paxson’s employee handbook as in effect from time to time.



     2.05 Benefits. The compensation specified above shall be exclusive of and in addition to any
benefits that may be available to Employee under any employee pension plan, group life insurance
plan, hospitalization plan, medical service plan, death benefit plan, or any other employee benefit
plan applicable generally to the employees of Paxson, in accordance with their respective
positions, and which may be in effect at any time or from time to time during the term of
Employee’s employment.



     2.06 Withholding. Paxson shall be responsible for withholding from Employee’s
compensation FICA, FUTA and other payroll and income taxes, as required by law and such other
amounts as may be directed by Employee.



SECTION 3. TERMINATION OF EMPLOYMENT; PAYMENTS UPON TERMINATION




     3.01 Events. Employee’s employment shall terminate on the earliest of the following
dates:



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     (a) Death. The date of Employee’s death.




     (b) Disability. The date Employee is terminated due to Disability.
“Disability” means that, in the opinion of the Company’s physicians,
Employee is unable by reason of illness or accident to perform the essential functions of
the Employment Duties for a period of more than 180 consecutive days.




     (c) Paxson Termination Without Cause. The date on which Employee’s services
hereunder to Paxson terminate as a result of a Paxson Termination Without Cause. A
“Paxson Termination Without Cause” means (1) any termination of Employee by
Paxson for any reason, including the expiration of the Agreement Term after Paxson provides
Employee a Non-renewal Notice, other than a termination by Paxson for Disability pursuant to
Subsection 3.01(b) or a Paxson Termination for Cause pursuant to any clause of Subsection
3.01(d) prior to a Change of Control, or clauses (i), (iii), (iv), or (vi) of Subsection
3.01(d) within one year after a Change of Control, and (2) a termination by Employee, on not
less than 30 days notice to Paxson, after Employee receives a Non-Renewal Notice from Paxson
under Section 1.01 hereof.




     (i) For purposes of this Agreement, a “Change of Control” will
occur if (a) none of Lowell W. Paxson, his estate, his wife, his lineal descendants,
or any trust created for the sole benefit of any one or more of them during their
lifetimes, or any combination of any of the foregoing, shall (i) own, directly or
indirectly, at least thirty-five percent of the issued and outstanding capital stock
of PCC, or (ii) have voting control directly or indirectly, equal to at least 51
percent of the issued and outstanding capital stock of PCC entitled to vote in the
election of the Board of Directors of PCC; (b) the approval by the shareholders of
PCC of a reorganization, merger, or consolidation, in each case, with respect to
which persons who were shareholders of PCC immediately prior to this reorganization,
merger or consolidation do not, immediately thereafter, own more than 50 percent of
the combined voting power entitled to vote generally in the election of directors of
the reorganized, merged or consolidated company’s (or any successor
entity’s) then outstanding securities; (c) a liquidation or dissolution of PCC
or of the sale of all or at least 80 percent of PCC’s assets; or (d) Lowell W.
Paxson shall, by written agreement with a third party, which shall include, without
limitation The National Broadcasting Company, Inc., cease to exercise substantially
all of his day-to-day control of PCC to the extent permitted by the FCC rules and
regulations, without such agreement constituting a “transfer of control”
under FCC rules and regulations, it being understood that, without limitation, an
agreement or arrangement between Lowell W. Paxson and such third party whereby
Lowell W. Paxson and his affiliates receive more than ninety percent (90%) of an
agreed upon purchase price for the Class B Common shares owned by Lowell W. Paxson
and certain affiliates of Lowell W. Paxson, shall be deemed to constitute an



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agreement amounting to a Change of Control under this clause (d) of this
Subsection 3.01(c).




     (d) Paxson Termination for Cause. The date Employee is terminated by Paxson
pursuant to a Paxson Termination for Cause. A “Paxson Termination for Cause”
means a termination of Employee by Paxson resulting from any of the following:




     (i) Employee (A) is charged with the commission of a felony, (B) is convicted
of two (2) offenses for operating a motor vehicle while impaired by or under the
influence of alcohol or illegal drugs, (C) is charged with any criminal act with
respect to Employee’s employment (including any criminal act involving a
violation of the Communications Act of 1934, as amended, or regulations promulgated
by the Federal Communications Commission), or (D) is charged with any act that
materially threatens to result in suspension, revocation, or adverse modification of
any FCC license of any broadcast station owned by any affiliate of Paxson or would
subject any such broadcast station to fine or forfeiture;




     (ii) Employee’s willful act or failure to act, the intended or reasonably
foreseeable result of which would cause Paxson or any Station to be in default under
any material contract, lease or other agreement, which conduct is contrary to his
performance of his Employment Duties or not authorized or confirmed by the
Responsible Officer;




     (iii) Employee’s dependence on alcohol or illegal drugs;




     (iv) Improper refusal by Employee to conduct Employee’s business affairs or
follow the legal policies and directives of the Responsible Officer and failing to
cure such failure as soon as practicable and in any event within 30 days from
receipt of written notice setting forth the specifics of such unsatisfactory
conduct;




     (v) Conduct which could be reasonably inferred to detract from the public image
of the Paxson Group and failing to cease such conduct or commence to take reasonable
curative action with respect thereto requested by the Company or both, as soon as
practicable and in any event within 30 days from receipt of written notice setting
forth the specifics of such conduct;




     (vi) Employee’s misappropriation, conversion or embezzlement of the
assets of Paxson or any affiliate of Paxson;



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     (vii) A material breach of this Agreement by Employee and failing to cure such
breach as soon as practicable and in any event within 30 days from receipt of
written notice setting forth the specifics of such breach; or




     (viii) Any representation of Employee in Section 7 of this Agreement being
false when made.




     (e) Employee’s Voluntary Resignation. The date of Employee’s
Voluntary Resignation. A “Voluntary Resignation” means any resignation by
Employee other than Employee’s Termination for Good Reason, as set forth in
Subsection 3(f) of this Agreement, or Employee’s resignation following Employee’s receipt of
a Non-Renewal Notice from Paxson.




     (f) Employee’s Termination For Good Reason. The date of Employee’s
Termination for Good Reason. “Employee’s Termination for Good Reason”
means the termination of employment by Employee as a result of the occurrence of any of the
following events:




     (i) Paxson elects to change the place of employment to a location not in the
Employment Location specified on Schedule I hereto; or




     (ii) Paxson fails to remedy a material breach of this Agreement after thirty
(30) days’ written notice from Employee, setting forth the specifics of such
breach.



     3.02 Payments Upon Termination. Following the termination of Employee’s employment
pursuant to this Section 3, Paxson shall have no further liability to Employee, and no further
payment shall be made to Employee, except to the extent expressly provided for in this Subsection,
as follows:




     (a) Termination Compensation For Death, Disability, Paxson Termination Without
Cause or Employee’s Termination for Good Reason. If Employee’s employment
is terminated as a result of Death, Disability, a Paxson Termination Without Cause, or an
Employee Termination for Good Reason, under Subsections 3.1(a), (b), (c) or (f),
respectively, within thirty (30) days of termination, Employee (or, in the case of a
termination as a result of the death of Employee, the appropriate representative of
Employee’s estate) will be paid the following:




     (i) Employee will continue to receive the Employee’s Base Salary then in
effect for a period equal to the lesser of (x) the number of Severance Months
specified in Schedule I hereto or (y) the remaining months under the term of this
Agreement;




     (ii) A lump sum equal to any unpaid portion of any previously awarded bonus;




     (iii) Employee’s bonus for the fiscal year in which the termination
occurs, pro-rated, if necessary, according to the formula set forth in Schedule



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I, which bonus shall be payable in full if and when bonus awards for such
fiscal year commence to be made to other members of senior manager; and




     (iv) An amount in cash equivalent to the accrued but unused personal time of
Employee through the termination date; and




     (v) Without duplication of any of the foregoing, all Base Salary, expenses and
other payments or cash benefits due to Employee through Employee’s termination
date.




In addition, Employee shall also be entitled to any benefits for which Employee qualifies
under any employee benefit plan available to Employee (including, but not limited to any
disability insurance, life insurance and death benefits of the type described in Section
2.05). Employee shall also be entitled to all rights to continuation or conversion of
benefits required by law to be offered to a departing employee.




     (b) Termination Compensation for Paxson Termination for Cause or Employee’s
Voluntary Resignation. If Employee’s employment is terminated as a result of a
Paxson Termination for Cause or Employee’s Voluntary Resignation, under Subsections
3.01(d) or (e), respectively, within thirty (30) days of termination, Employee will be paid
the following:




     (i) lump sum equal to unpaid portion of any previously awarded bonus; and




     (ii) An amount in cash equivalent to the accrued but unused personal time of
Employee through the termination date; and




     (iii) Without duplication of any of the foregoing, all Base Salary, expenses
and other payments or cash benefits due to Employee through Employee’s
termination date.




In addition, Employee shall also be entitled to any benefits for which Employee qualifies
under any employee benefit plan available to Employee. Employee shall also be entitled to
all rights to continuation or conversion of benefits required by law to be offered to a
departing employee.



     3.03 Notices of Termination; Effective Date of Termination. For all terminations except in
the case of Death, either Employee or Paxson, as the case may be, shall give written notice of
termination to the other. In the case of any termination, other than a Paxson Termination for
Cause, such notice shall be effective not less than thirty (30) days after the date on which it is
received by the other party. Notice of a Paxson Termination for Cause may be effective
immediately.



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SECTION 4. INTANGIBLES




     4.01 Memoranda, Notes and Records. All memoranda, notes, names and address lists, records or
other documents made or compiled by Employee or made available to Employee during the term of
employment concerning the business of any member of the Paxson Group and any and all copies thereof
shall be delivered to Paxson upon the termination of Employee’s employment for whatever
reason or at any other time upon request. Employee shall not at any time during Employee’s
employment, or after the termination of employment, use for Employee’s own benefit or for the
benefit of others, or divulge to others, any information, trade secrets, knowledge, or data of a
secret or confidential nature or otherwise not readily available to members of the general public
that concerns the business or affairs of any member of the Paxson Group and whether or not acquired
by the Employee during the term of employment by Paxson.



     4.02 Rights in Intangible Assets. Employee recognizes and acknowledges that all rights in the
formats, programming, concepts, approaches, copy and titles embodied in the operation of the Paxson
Group or any particular station or the PAX Net network or any other broadcast network, and all
changes, additions and amendments thereto which may occur during or after the Term hereof, belong
exclusively to Paxson. Employee hereby assigns any and all rights or interests Employee may have
therein to Paxson. Employee shall not at any time during Employee’s employment, or after the
termination of employment, have or claim any right, title or interest in any trade name, patent,
trademark, copyright or other similar rights belonging to or used by Paxson and shall not have or
claim any right, title or interest in any material or matter of any sort prepared for or used in
connection with the business or promotion of Paxson, whether produced, prepared or published in
whole or in part by Employee or by Paxson.



SECTION 5. NONINTERFERENCE AND CONFIDENTIALITY




     5.01 Noninterference. Employee agrees that from the date of this Agreement through the first
anniversary of the date Employee’s employment with the Paxson Group terminates, Employee will
not, directly or indirectly, whether as sole proprietor, partner, lessor, venturer, stockholder,
director, officer, employee, consultant or in any other capacity as principal or agent or through
any person, subsidiary, affiliate or employee acting as nominee or agent, engage or participate in
any of the following actions:




     (a) Influencing or attempting to influence any person or entity who is a contracting
party with any member of the Paxson Group to terminate any written or oral agreement with
such member of the Paxson Group; it being understood that notwithstanding the foregoing,
consulting or working for a competitor in the ordinary course after the term shall not,
absent other evidence or action on the part of Employee to the contrary, constitute a
violation of this provision; or



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     (b) Hiring or attempting to hire for employment or as an independent contractor any
person who is actively employed (or in the preceding six months was
actively employed) by any member of the Paxson Group or attempting to influence any
such person to terminate employment with any member of the Paxson Group.



     5.02 Confidentiality. Employee covenants and agrees that both during the Agreement Term and
thereafter he will not disclose to any third party or use in any way any confidential information,
business secrets, or business opportunity of the Paxson Group, including, without limitation,
advertiser lists, rate cards, programming information, programming plans, marketing, advertising
and promotional ideas and strategies, marketing surveys and analyses, ratings reports, budgets,
research, or financial, purchasing, planning, employment or personnel data and information.
Immediately upon termination of Employee’s employment with the Paxson Group for any reason,
or at any other time upon the Paxson Group’s request, Employee will return to the Paxson
Group all memoranda, notes, records or other documents compiled by Employee or made available to
Employee during the Agreement Term concerning the business of the Paxson Group, all other
confidential information and all personal property of the Paxson Group, including, without
limitation, all files, audio or video tapes, recordings, records, documents, drawings,
specifications, lists, equipment, supplies, promotional material, scripts, keys, phone or credit
cards and similar items and all copies thereof or extracts therefrom.



     5.03 Enforcement. Employee agrees that the restrictive covenants contained in this section 5
are a material part of Employee’s obligations under this Agreement for which the Paxson Group
has agreed to compensate Employee as provided in this Agreement. Employee agrees that the injury
the Paxson Group will suffer in the event of the breach by Employee of any clause of this Section 5
will cause the Paxson Group irreparable injury that cannot be adequately compensated by monetary
damages alone. Therefore, Employee agrees that the Paxson Group, without limiting any other legal
or equitable remedies available to it, shall be entitled to obtain equitable relief by injunction
or otherwise from any court of competent jurisdiction, including, without limitation, injunctive
relief to prevent Employee’s failure to comply with the terms and conditions of this Section
5 and Employee hereby waives hereunder any defense based upon an adequate remedy at law in any such
action for equitable relief.



     5.04 Reformation. If the covenants in this Section 5 are held to be unenforceable in any
jurisdiction because of the duration or scope thereof, the court making such determination shall
have the power to reduce the duration and/or scope of the provision or covenant, and the provision
or covenant in its reduced form shall be enforceable; provided, however, that the
determination of such court shall not affect the enforceability of Section 5 in any other
jurisdiction.



SECTION 6. ARBITRATION Except as otherwise provided to the contrary below, any dispute arising out
of or related to this Agreement that Paxson and Employee are unable to resolve by themselves shall
be settled by arbitration in West Palm Beach, Florida, by a panel of three (3) arbitrators. Paxson
and Employee shall each designate one disinterested arbitrator, and the two arbitrators so
designated shall select the third arbitrator. The persons selected as arbitrators need not be
professional arbitrators, and


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persons such as lawyers, accountants and bankers shall be acceptable. Before undertaking to
resolve the dispute, each arbitrator shall be duly sworn faithfully and fairly to hear and examine
the matters in controversy and to make a just award according to the best of their understanding.
The arbitration hearing shall be conducted in accordance with the employment arbitration rules of
the American Arbitration Association. The written decision of a majority of the arbitrators shall
be final and binding on Paxson and Employee. The costs and expenses of the arbitration proceeding
shall be assessed between Paxson and Employee in a manner to be decided by a majority of the
arbitrators, and the assessment shall be set forth in the decision and award of the arbitrators.
Judgment on the award, if it is not satisfied within thirty (30) days, may be entered in any court
having jurisdiction over the matter. No action at law or suit in equity based upon any claim
arising out of or related to this Agreement shall be instituted in any court by Paxson or Employee
against the other except (i) an action to compel arbitration pursuant to this Section, (ii) an
action to enforce the award of the arbitration panel rendered in accordance with this Section, or
(iii) any other action which, under applicable law, may not be made subject to binding arbitration.



SECTION 7. REPRESENTATIONS OF EMPLOYEE. To induce Paxson to enter into this Agreement and to
employ Employee, Employee represents and warrants to Paxson as of the date hereof and as of each
date of payment of any compensation under the terms hereof as follows:



     7.01 Absence of Conflicting Agreements. The execution, delivery and performance of this
Agreement by Employee does not conflict with result in a breach of, or constitute a default under
any enforceable covenant not to compete or any other enforceable agreement, instrument, or license,
to which Employee is a party or by which Employee is bound.



     7.02 Conduct. Employee has not:




     (a) Been convicted of any felony;




     (b) Committed any criminal act with respect to Employee’s current or any prior
employment (including any criminal act involving a violation of the Communication Act of
1934, as amended, or regulations promulgated by the FCC), or




     (c) Knowingly committed any act that materially threatened to result in suspension,
revocation, or adverse modification of any FCC license of any broadcast station or which
subjected any broadcast station to fine or forfeiture.



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     7.03 Chemical Dependence. Employee is not dependent on alcohol or illegal drugs. Employee
recognizes that Paxson shall have the right to conduct random drug testing of its employees and
that Employee may be called upon in such a manner.



SECTION 8. MISCELLANEOUS




     8.01 Governing Law. This Agreement shall be construed in accordance with, and shall be
governed by, the laws of the State of Florida.



     8.02 Entire Agreement. This Agreement amends, restates and supersedes any prior employment
agreement or understanding with respect to any terms of employment between Paxson and Employee,
whether written or oral, and is effective as of the date first written above; no written
supplemental executive retirement plan or related documents, if any, between Paxson and Employee
shall be deemed superceded, amended or modified by the terms hereof. The instrument contains the
entire understanding and agreement between the parties relating to the subject matter hereof.
Neither this Agreement nor any provision hereof may be waived, modified, amended, changed or
terminated, except by an agreement in writing signed by the party against whom enforcement of any
waiver, modification, change, amendment or termination is sought.



     8.03 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all such counterparts shall together constitute a single Agreement.



     8.04 Provisions Severable. To the extent that any provision of this Agreement is invalid,
illegal, or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby.



     8.05 Headings. The section headings of this Agreement are for convenience only and shall not
be used in interpreting or construing this Agreement.



     8.06 Assignment of Agreement and Change of Control; Successors and Assigns. This Agreement
may be assigned by Paxson without the prior written consent of Employee. Employee may not assign
this Agreement or any of its right or interests herein to any other party. The rights and
obligations of the parties shall inure to the benefit of and be binding upon heirs, successors,
administrators assigns, as well as any entity to which Paxson may assign its assets or transfer its
business in a Change of Control (as defined in Section 3.1, above), in a merger or acquisition, by
operation of law, or otherwise. The obligations of Paxson to pay money and/or provide benefits to
Employee under this Agreement, by operation of law or pursuant to the terms of the plans or
documents governing such benefits, shall survive Employee’s death (with payments thereafter
to be made at the direction of the executors, personal representatives or other appropriate
representatives of Employee’s estate).



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     8.07 Notices. All notices, demands and requests required or permitted to be given under the
provisions of this Agreement shall be (i) in writing, (ii) delivered by personal delivery, or sent
by commercial delivery service, registered or certified mail, return receipt requested, (iii)
deemed to have been given on the date of personal delivery or the date set
forth in the records of the delivery service or on the return receipt, and (iv) addressed as
follows:



	 	 	 
	If to Paxson:

	 	Lowell W. Paxson, CEO (with a copy to Anthony L. Morrison, Esq.)
	 

	 	601 Clearwater Park Road
	 

	 	West Palm Beach, Florida 33401-6233
	 
	 	 
	If to Employee:

	 	at the address set forth under employees signature on the last
page hereof.






or to any such other or additional persons and addresses as the parties may from time to time
designate in a writing delivered in accordance with this Section 8.7.



     8.08 Waiver. The waiver by Paxson or Employee of a breach of any provision by the other
party, or the failure of either Paxson or Employee to exercise any of the rights set forth herein,
shall not operate or be construed as a waiver of any subsequent breach or be deemed to be a waiver
by any party of any of its rights hereunder. No waiver by any party at any time, express or
implied, of any breach of any provision of this Agreement shall be deemed a waiver of a breach of
any other provision of this Agreement or a consent to any subsequent breach of the same or other
provisions.



     8.09 Paxson’s Acknowledgments Regarding Authority. The person signing on behalf of
Paxson warrants and represents that he has read this Agreement, that he understands it, and that he
has full and actual authority to enter into this Agreement on behalf of Paxson. He further
represents and warrants that this Agreement is valid and binding on Paxson immediately, without the
need for any further approvals, procedures or formalities within the company, and that all
approvals, procedures or formalities necessary to effectuate or ratify this Agreement by Paxson
(including, but not limited to any required approval of the Compensation Committee of the Board of
Directors) have been obtained or will be obtained by Paxson.



[End of Page]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the day and
year first written above.



	 	 	 
	EMPLOYEE

	 	PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
	 
	 	 
	/s/ Steven Appel

	 	By /s/ Lowell W. Paxson
	 

	 	 
	Steven Appel

	 	Name: Lowell W. Paxson
	10 Wood Hollow Drive

	 	Title: Chief Executive Officer
	Westhampton, New York 11977
	 	 






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SCHEDULE I TO EMPLOYMENT AGREEMENT

FOR STEVEN APPEL




	 	 	 
	Titled Position:
	 	President — Sales/Marketing

	 
	 	 

	Employment Duties:
	 	Responsible for (i) hiring, supervising,
directing, training and terminating National and
local account executives and other National and
local sales employees who shall be responsible
for the spot sales operations of the Paxson
Group’s stations; (ii) preparing budgets for the
National and local sales departments, meeting
budgets for the National and local sales
departments, overseeing the National and local
sales departments, and implementing Paxson’s
National and local sales efforts; and (iii)
performing those other duties as shall be
determined from time to time by Paxson,
Employee’s Responsible Officer or the Board of
Directors of PCC.

	 
	 	 

	Commencement Date:
	 	Effective January 1, 2004

	 
	 	 

	Employment Location:
	 	Palm Beach County, Florida

	 
	 	 

	Responsible Officer:
	 	Lowell W. Paxson, Chief Executive Officer

	 
	 	 

	Base Salary:
	 	$440,000, effective January 1, 2004

	 
	 	 

	Severance Months:
	 	Twelve (12)

	 
	 	 

	Annual Bonus:
	 	“Total Annual Bonus Award” for Employee in any
Employment Year shall be 81.8% of Employee’s Base
Salary then in effect, as follows:

	 
	 	 

	 	 	(A) 50% of the Total Annual Bonus Award for Employee may be
earned as an “Individual Performance Bonus;” and

	 
	 	 

	 	 	(B) 50% of which may be earned as a “Paxson Group Performance
Bonus”.

	 
	 	 

	 	 	“Individual Performance Bonus" - Employee shall be entitled to such
award, if, in the opinion of the Responsible Officer, with the
concurrence of the Chairman and CEO of the Paxson Group, employee
has, satisfactorily performed the tasks associated with the Titled
Position (which may include,







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	 	 	among other things, having remained within budget for such fiscal
year).

	 
	 	 

	 	 	“Paxson Group Performance Bonus" - Employee shall be entitled to
such award, if the Paxson Group achieves the financial performance
goals (revenues, cash flow, earnings, etc.) established by the
Compensation Committee of the Board of Directors of the Paxson Group
for the award of bonuses to other senior management of the Paxson
Group.

	 
	 	 

	 	 	The Total Annual Bonus Award shall be payable during the first six
(6) months of each fiscal year following each fiscal year during the
Agreement Term hereof in which the Total Annual Bonus Award is earned
and shall be prorated during any partial year of employment covered
hereby. For example, a bonus if any, for six (6) months of
employment in 2004would be payable during the first six (6) months of
2005 and determined using 2004 financial goals and would be equal to
one-half (2) of the Total Annual Bonus Award for such year
(e.g. 2 of the Individual Performance Bonus and the Paxson
Group Performance Bonus, each as may have been earned).
Notwithstanding anything to the contrary contained herein, the Annual
Bonus described hereunder shall be effective for fiscal year 2004
(payable in the first six months of 2005) and the Annual Bonus terms
effective for Employee for fiscal year 2003 (payable in the first six
months of 2004), as set forth in any superceded employment agreement
or other arrangement, shall remain effective and are hereby
incorporated herein in their entirety.

	 
	 	 

	Options
	 	On or before the date hereof during fiscal year 2003, employee was granted options to
acquire restricted and unrestricted stock of Paxson Communications Corporation, with such
options and restricted stock being granted subject to various terms, conditions and
limitations, including without limitation, vesting or lapse of restrictions on restricted
stock and forfeiture, as set forth under the Paxson Communications Corporation 1998 Stock
Incentive Plan (the “Plan”) the form of stock option agreement and such other documents
pursuant to such awards of equity compensation were made.

	 
	 	 

	 	 	Employee will be eligible to receive additional option grants based
upon Employee’s performance, and on terms and in such amounts
as determined by the Compensation Committee of the Board of
Directors. Nothing herein shall be deemed to be an obligation to make
awards in addition to the award of







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	 	 	options and restricted stock described above made on or before the
date hereof.

	 
	 	 

	 	 	Notwithstanding anything to the contrary contained herein, an
Employee Termination for Good Reason shall constitute a Termination
Without Cause hereunder for purposes of the acceleration of vesting
of options, or lapse of restrictions on restricted stock, granted to
Employee from time to time by Paxson.

	 
	 	 

	Miscellaneous:
	 	1. Without limiting the terms of Section 2.03 of the Agreement, and notwithstanding
the otherwise applicable travel expense related policies of Paxson, Employee shall be entitled
to travel in business class, or if unavailable, first class, on any business travel
reimbursable by the Company.

	 
	 	 

	 	 	2. The definition of “Employee’s Termination for Good
Reason” set forth under Section 3.01(f) is hereby supplemented
by adding the following (iii) thereto: “(iii) Paxson makes any
material, adverse change in Employee’s position, duties, or
responsibilities.”

	 
	 	 

	 	 	3. The term “Severance Months” above is hereby supplemented to
provide that in the event of a termination of employment, which
entitles Employee to a severance payment and which occurs six months
prior to, or within two years following a Change in Control, Employee
shall be entitled to 24 months of severance instead of 12 months
specified above.







	 	 	 
	Employee

	 	Paxson Communications Management Company, Inc.
	 
	 	 
	/s/ Steven Appel

	 	By /s/ Lowell W. Paxson
	 

	 	 
	Steven Appel

	 	Name: Lowell W. Paxson
	Date: December 10, 2003

	 	Title: Chief Executive Officer
	 

	 	Date: December 10, 2003







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