**Exhibit 10.4**

 

**EMPLOYMENT AGREEMENT**

**OF**

**HARRY HAWKS**

 

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**HEARST-ARGYLE TELEVISION, INC.300 West 57****th StreetNew York, New York 10019**

 

As of January 1,2008

 

Harry T. Hawks

[ADDRESS ON FILE]

 

Dear Harry:

 

This letterconstitutes all of the terms of the Employment Agreement between you andHearst-Argyle Television, Inc. (“Hearst-Argyle”).  It is subject to the approval of the Board ofDirectors of Hearst-Argyle.  The termsare as follows:

 
| 1.     | ** ** | **Legal Name of Employee**:         |   | Harry T. Hawks                                               |
|--------|------------|-------------------------------------|--------|--------------------------------------------------------------|
|   |       |                                |   |                                                         |
| 2.     | ** ** | **Mailing Address of Employee**:    |   | [ADDRESS ON FILE]                                            |
|   |       |                                |   |                                                         |
| 3.     | ** ** | **Title of Position**;  **Duties**: |   | Executive Vice  President & Chief Financial Officer |

 

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 January 1, 2008 andcontinue through December 31, 2010 (the “Term”).

 

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

 

a)                                      $600,000from January 1, 2008 through December 31, 2008;

 

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b)                                     $625,000from January 1, 2009 through December 31, 2009; and

 

c)                                      $625,000from January 1, 2010 through December 31, 2010.

 

The salary will bepaid according to Hearst-Argyle’s payroll practices, but not less frequentlythan twice a month.  You acknowledge thatyou work in a position that is 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.

 

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**. During the Term, you agree that you will work only for Hearst-Argyle,and will not render services or give business advice, paid or otherwise, toanyone else, without getting Hearst-Argyle’s prior written approval.  However, you may participate as a member ofthe board of directors of other organizations and in charitable and communityorganizations, but only if such activities do not conflict or interfere withyour work for Hearst-Argyle, and if such work is approved in advance byHearst-Argyle, which approval will not be unreasonably withheld.  You acknowledge that your services will beunique, special and original and will be financially and competitively valuableto Hearst-Argyle, and that your violation of this Paragraph will causeHearst-Argyle irreparable harm for which money damages alone would notadequately compensate Hearst-Argyle. Accordingly, you 

 

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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 Conflict**.  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**.

 

(a)                                Hearst-Argylehas the right to end this Agreement:

 

i)                                         Uponyour death; or

 

ii)                                      For any ofthe following (A) indictment for a felony, (B) failure to carry out, orneglect or misconduct in the performance of, your duties hereunder or a breachof this Agreement; (C) failure to comply with applicable laws with respect tothe conduct of Hearst-Argyle’s business, (D) theft, fraud or embezzlement atHearst-Argyle’s expense, (E) addiction to an illegal drug, (F) conduct or involvementin a situation that brings, or may bring, you into public disrespect, tends tooffend the community or any group thereof, or embarrasses or reflectsunfavorably on Hearst-Argyle’s reputation, or (G) failure to comply with thereasonable directions of the Board of Directors of Hearst-Argyle; or

 

iii)                                   Withoutcause pursuant to Paragraph 8(b) below.

 

(b)                               ThisAgreement may be terminated (i) by Hearst-Argyle or its successor withoutcause or (ii) by you within 60 days of a Change in Control (as definedbelow) (or

 

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notwithstanding Paragraph8(a)(i), by you or your legal representative within such 60-day period, if youdie while still employed), provided that, in the case of either clauses (i) or(ii) of this Paragraph 8(b), you or your legal representative execute anddeliver a general release in favor of Hearst-Argyle in the form reasonablyrequired by Hearst-Argyle, and such release has become irrevocable, and if suchtermination occurs, then you (or your estate, in the case of your death) willreceive the payments and benefits under this Agreement for the remainder of theTerm as if no termination had occurred; it being expressly acknowledged andagreed that, with respect to bonuses, and in lieu of the bonuses contemplatedby the third paragraph of Paragraph 5, you (or your estate, in the case of yourdeath) shall be entitled to receive (at the times that would have appliedabsent termination) (x) any accrued but unpaid bonus, and (y) for anyfuture unpaid bonuses that otherwise would have been payable during the Term,bonuses payable at fifty percent (50%) of the maximum potential bonus.  Notwithstanding the foregoing, if you breachParagraphs 10 or 11, Hearst-Argyle’s obligations under this Paragraph 8(b) shallimmediately cease, and you (and your estate, in the case of your death) shallhave no further rights under this Agreement. For purposes of this Agreement, a Change in Control shall be deemed tooccur if, and only if, Hearst-Argyle ceases to be controlled by or under commoncontrol with The Hearst Corporation or its affiliates.

 

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-

 

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Argyle about yourintentions and obtaining Hearst-Argyle’s written consent.

 

10.                                 **Confidentiality**.  Youagree that while employed by Hearst-Argyle and after this Agreement isterminated or expires, you will not use or divulge or in any way distribute toany person or entity, including a future employer, any confidential informationof any nature relating to Hearst-Argyle’s business.  You will surrender to Hearst-Argyle at theend of your employment all its property in your possession.  If you breach this Paragraph, Hearst-Argylehas the right to apply for and obtain injunctive relief to stop such a violation,in addition to its other legal remedies, 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.

 

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13.                                 **Continuation of Agreement**. This Agreement and your employment shall terminate upon the expirationof the Term (unless terminated earlier pursuant to Paragraph 8 hereof),provided that if Hearst-Argyle gives you written notice of extension then thisAgreement shall continue on a month-to-month basis until the earlier of (i) thecommencement of a renewal or extension agreement between you and Hearst-Argyle,or (ii) termination of this Agreement by either party on fifteen dayswritten 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  substantially all of the assets or businessof the station or business unit at which you are employed) or to any parent,subsidiary, or affiliated corporation or entity and you will be obligated tocarry out the terms of this Agreement for that new owner or transferee.  You have no right to assign this 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 either the President and Chief Executive Officer or the Chief OperatingOfficer of Hearst-Argyle Television, Inc.

 

18.                                 **DisputeResolution**.  Hearst-Argyle and you expresslyunderstand and agree that any claim which either party may have against theother under local, state or federal law

 

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including, but notlimited to, matters of discrimination, matters arising out of the terminationor alleged breach of this Agreement or the terms, conditions or termination ofemployment, which cannot first be settled through direct discussions betweenthe parties, will be submitted to mediation and, if mediation is unsuccessful,to final and binding arbitration in accordance with Hearst-Argyle’s DisputeSettlement Procedure (“Procedure”), of which you have received a copy, providedthat, Hearst-Argyle shall also be entitled to bring any action or proceeding toseek equitable remedies for a breach by you of the provisions of Paragraphs 6,10 or 11 hereof.  During the pendency ofany claim under this Procedure, Hearst-Argyle and you agree to make nostatement orally or in writing regarding the existence of the claim or thefacts forming the basis of such claim, or any statement orally or in writingwhich could impair or disparage the personal or business reputation ofHearst-Argyle or you.  The Procedure ishereby incorporated by reference 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 to Hearst-Argyle: |   | Hearst-Argyle  Television, Inc. |
|----------------------|--------|--------------------------------------|
|                 |   | 300 W. 57th  Street                  |
|                 |   | New York, New York  10019            |
|                 |   | Attn:                                | David J. Barrett |
|                 |   |                                 | President and CEO |
|                 |   |                                 |
| 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:      |   | Harry T. Hawks                       |
|                 |   | [ADDRESS ON FILE]                    |

 

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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.

 

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 Chief Executive Officer |
|   |                            |
|   |                            |
|   | By:                             | /s/  Harry T. Hawks |
|   |                            | Harry  T. Hawks |
|        |                                 |  |  |  |  |

 

I understand that I amnot required to agree to the Dispute Settlement Procedure set forth inParagraph 18 above; however, I have elected to voluntarily agree to the DisputeSettlement Procedure.

 
|     /s/  Harry T. Hawks |   |
|---------------------------------------------|--------|
| Harry T. Hawks                              |   |

 

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