**Exhibit 10.3**

** **

**HEARST-ARGYLE TELEVISION, INC.**

**300 West 57th Street**

**New York, New York 10019**

 

As of February 1,2007

 

Mr. Frank C.Biancuzzo

[ADDRESS ON FILE]

 

Dear Frank:

 

This letterconstitutes all of the terms of the Employment Agreement between you and Hearst-ArgyleTelevision, Inc. (“Hearst-Argyle”). It is subject to the approval of the Board of Directors ofHearst-Argyle.  The terms are as follows:

 
| 1.     | **Legal Name of Employee**:         | Frank C. Biancuzzo    |
|--------|-------------------------------------|-----------------------|
|   |                                |                  |
| 2.     | **Mailing Address of Employee:**    | [ADDRESS ON FILE]     |
|   |                                |                  |
| 3.     | **Title of Position**;  **Duties**: | Senior Vice President |

 

You agree to carryout the duties assigned to you by the senior executives of Hearst-Argyle.  Hearst-Argyle has the right to assign you toother duties consistent with those of other executives of your level.

 

4.                                       **Length of Employment**. The term of this Agreement will start on February 1, 2007 andcontinue through December 31, 2008 (the “Term”).

 

5.                                       **Salary**.  You willreceive a base salary for all services to Hearst-Argyle as follows:

 

a)                                      $450,000per year from February 1, 2007 through December 31, 2007 (proratedfor the partial year); and

 

b)                                     $475,000per year from January 1, 2008 through December 31, 2008.

 

The salary will bepaid according to Hearst-Argyle’s payroll practices, but not less frequently thantwice a month.  You acknowledge that youare not entitled to overtime pay.

 

In addition it isunderstood that you are eligible to receive a bonus up to a maximum of 75% ofyour base salary.  The criteria for thebonus will be set by the Compensation Committee of the Board of Directors ofHearst-Argyle, at its sole discretion.

 

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The bonus ispayable only for as long as you work for Hearst-Argyle, and will be payableonly at the end of a complete bonus cycle and is not proratable, except in theevent of your death, when it will be proratable.

 

In determining theamount of your bonus, the books and records of Hearst-Argyle are absolute andfinal and not open to dispute by you. Hearst-Argyle will pay any bonus due you by March 31 of the yearfollowing the year for which the bonus is applicable.

 

6.                                       **Exclusive Services**. You agree that you will work only for Hearst-Argyle, and will not renderservices or give business advice, paid or otherwise, to anyone else, withoutgetting Hearst-Argyle’s written approval. However, you may participate as a member of the board of directors ofother organizations and in charitable and community organizations, but only ifsuch activities do not conflict or interfere with your work for Hearst-Argyle,and if such work is approved in advance by Hearst-Argyle, which approval willnot be unreasonably withheld.  Youacknowledge that your services will be unique, special and original and will befinancially and competitively valuable to Hearst-Argyle, and that yourviolation of this Paragraph will cause Hearst-Argyle irreparable harm for whichmoney damages alone would not adequately compensate Hearst-Argyle.  Accordingly, you acknowledge that if youviolate this Paragraph, Hearst-Argyle has the right to apply for and obtaininjunctive relief to stop such violation (without the posting of any bond, andyou hereby waive any bond-posting requirements in connection with injunctiverelief), in addition to any other appropriate rights and remedies it mightlawfully have.

 

7.                                       **No Conflicts**.  Youagree that there is no reason why you cannot make this Agreement withHearst-Argyle, including, but not limited to, having a contract, written orotherwise, with another employer.

 

8.                                       **Termination of Employment**. Hearst-Argyle has the right to end this Agreement:

 

a)                                      Uponyour death; or

 

b)                                     Forany of the following: (i) indictment for a felony, (ii) failure tocarry out, or neglect or misconduct in the performance of, your dutieshereunder or a breach of this Agreement; (iii) failure to comply with applicablelaws with respect to the conduct of Hearst-Argyle’s business, (iv) theft,fraud or embezzlement at Hearst-Argyle’s expense, (v) addiction to anillegal drug, (vi) conduct or involvement in a situation that brings, ormay bring, you into public disrespect, tends to offend the community or anygroup thereof, or embarrasses or reflects unfavorably on Hearst-Argyle’sreputation, or (vii) failure to comply with the reasonable directions ofsenior management.

 

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9.                                       **Payment for Plugs**. You acknowledge that you are familiar with Sections 317 and 507 of theCommunications Act of 1934 and are aware that it is illegal without fulldisclosure to promote products or services in which you have a financialinterest.  You agree not to participatein any such promotion under any circumstances and understand that to do so is aviolation of law as well as a cause for termination.  Also, you agree that you will not becomeinvolved in any financial situation which might compromise or cause a conflictwith your obligations under this Paragraph or this Agreement without firsttalking with Hearst-Argyle about your intentions and obtaining Hearst-Argyle’swritten consent.

 

10.                                 **Confidentiality**.  Youagree that while employed by Hearst-Argyle and after this Agreement is terminatedor expires, you will not use or divulge or in any way distribute to any personor entity, including a future employer, any confidential information of anynature relating to Hearst-Argyle’s business. You will surrender to Hearst-Argyle at the end of your employment allits property in your possession.  If youbreach this Paragraph, Hearst-Argyle has the right to apply for and obtaininjunctive relief to stop such a violation, in addition to its other legalremedies, as outlined in Paragraph 6.

 

You agree to keepthe terms of this Agreement confidential from everybody except yourprofessional advisors and family.

 

11.                                 **Non-Solicitation; Non-Hire**. You agree that for two (2) years after the expiration ortermination of this Agreement, you will not hire, solicit, aid or suggest toany (i) employee of Hearst-Argyle, its subsidiaries or affiliates, (ii) independentcontractor or other service provider or (iii) any customer, agency oradvertiser of Hearst-Argyle, its subsidiaries or affiliates to terminate suchrelationship or to stop doing business with Hearst-Argyle, its subsidiaries oraffiliates.

 

If you violatethis provision, Hearst-Argyle will have the same right to injunctive relief asoutlined in Paragraph 6, as well as any other remedies it may have.  If any court of competent jurisdiction findsany part of this Paragraph unenforceable as to its duration, scope, geographicarea or otherwise, it shall be deemed amended so as to permit it to beenforced.

 

12.                                 **Officer; Director**.   Upon request, you agree that you will serve as an officer or director,in addition to your present position, of Hearst-Argyle or any affiliatedentity, without additional pay.

 

13.                                 **Continuation of Agreement**. This Agreement and your employment shall terminate upon the expiration ofthe Term (unless terminated earlier pursuant to Paragraph 8 hereof), providedthat if Hearst-Argyle gives 

 

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you written notice ofextension then this Agreement shall continue on a month-to-month basis untilthe earlier of (i) the commencement of a renewal or extension agreementbetween you and Hearst-Argyle, or (ii) termination of this Agreement byeither party on fifteen days written notice to the other.

 

14.                                 **Assignment of Agreement**. Hearst-Argyle has the right to transfer this Agreement to a successor,to a purchaser of substantially all of its assets or its business or to anyparent, subsidiary, or affiliated corporation or entity and you will beobligated to carry out the terms of this Agreement for that new owner ortransferee.  You have no right to assignthis Agreement, and any attempt to do so is null and void.

 

15.                                 **State Law**.  ThisAgreement will be interpreted under the laws of the State of New York, withoutregard to conflicts or choice of law rules.

 

16.                                 **No Other Agreements**. This Agreement is the only agreement between you and Hearst-Argyle.  It supersedes any other agreements,amendments or understandings you and Hearst-Argyle may have had.  This Agreement may be amended only in awritten document signed by both parties.

 

17.                                 **Approvals.**  In anysituation requiring the approval of Hearst-Argyle, such approval must be givenby the President and Chief Executive Officer. 

 

18.                                 **Dispute Resolution**.  Hearst-Argyle and you expressly understandand agree that any claim which either party may have against the other underlocal, state or federal law including, but not limited to, matters ofdiscrimination, matters arising out of the termination or alleged breach ofthis Agreement or the terms, conditions or termination of employment, whichcannot first be settled through direct discussions between the parties, will besubmitted to mediation and, if mediation is unsuccessful, to final and bindingarbitration in accordance with Hearst-Argyle’s Dispute Settlement Procedure (“Procedure”),of which you have received a copy, provided that, Hearst-Argyle shall also beentitled to bring any action or proceeding to seek equitable remedies for abreach by you of the provisions of Paragraphs 6, 10 or 11 hereof.  During the pendency of any claim under thisProcedure, Hearst-Argyle and you agree to make no statement orally or inwriting regarding the existence of the claim or the facts forming the basis ofsuch claim, or any statement orally or in writing which could impair ordisparage the personal or business reputation of Hearst-Argyle or you.  The Procedure is hereby incorporated byreference into this Agreement.

 

19.                                 **Correspondence**.  Allcorrespondence between you and Hearst-Argyle will be written and sent bycertified mail, return receipt requested, or by personal delivery or courier,to the following addresses:

 

If toHearst-Argyle:                                                                                        Hearst-ArgyleTelevision, Inc.

 
|   | 300 W. 57th  Street       |
|--------|---------------------------|
|   | New York, New York  10019 |
|   | Attn:                     | David J. Barrett |
|   | President and CEO         |

 

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| with a copy to: | Hearst-Argyle  Television, Inc.                  |
|-----------------|-------------------------------------------------------|
|            | 300 W. 57th  Street                                   |
|            | New York, New York  10019                             |
|            | Attn:  Jonathan C. Mintzer                       |
|            | Vice President, General  Counsel & Secretary |
|            |                                                  |
| If to Employee: | Frank C. Biancuzzo                                    |
|            | [ADDRESS ON FILE]                                     |

 

Either party maychange its address in writing sent to the above addresses.

 

20.                                 **Severability**.  If acourt decides that any part of this Agreement is unenforceable, the rest of theAgreement will survive.

 

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21.                                 **Originals of Agreement**.          ThisAgreement may be signed in any number of counterparts, each of which shall beconsidered an original.

 

 
|   | HEARST-ARGYLE  TELEVISION, INC. |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             |   /S/  DAVID J. BARRETT |
|   |                            |   |
|   | Title:                     | President and CEO |
|   |                            |   |
|   |                            |   |
|   | By:                             |   /S/  FRANK C. BIANCUZZO |
|   |                            |                     Frank  C. Biancuzzo |
|        |                                 |  |  |

 

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