**EXHIBIT 10.249****EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of January 1, 2004 by and betweenPAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC., a Florida corporation (“Paxson”), and Emma Cordoba,an individual resident of the State of Florida (“Employee”).**RECITALS**     A. Paxson, a wholly owned subsidiary of Paxson Communications Corporation (“PCC”), providesmanagerial and administrative services to the various businesses operated by PCC and itssubsidiaries and affiliates (collectively, the “Paxson Group”), including the PAXTV televisionprogramming network service, any other programming networks and various television stations ownedor otherwise held, operated or programmed by the Paxson Group.     B. Paxson desires to continue to employ Employee to perform executive and administrativeduties for the Paxson Group while holding the “Titled Position” set forth in Schedule I annexedhereto.     C. Employee wishes to enter into this Agreement and to be employed by Paxson as the TitledPosition for the Paxson Group and to provide services to Paxson on the terms and conditions setforth in this Agreement.**AGREEMENTS**     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in thisAgreement, 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 tohave commenced as of the “Commencement Date” set forth in Schedule I hereof, and shall continueuntil the third (3rd) anniversary of the Commencement Date (as such date is extendedfrom time to time in accordance with the terms hereof, the “Scheduled Termination Date”), unlessthe Agreement Term is extended or terminated sooner in accordance with this Agreement. TheAgreement Term and the then effective Scheduled Termination Date shall automatically be extended byone year on the date (the “Renewal Date”) which is the number of Severance Months specified onSchedule I hereof prior to the then effective Scheduled Termination Date unless the Companyprovides irrevocable written notice (a “Non-Renewal Notice”) to the Employee
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not later than the last business day before the Renewal Date, that the Company has elected notextend the Agreement Term beyond the then effective Scheduled Termination Date.     1.02 **Duties.**Employee acknowledges, agrees and accepts employment by Paxson in the TitledPosition for the Paxson Group and in such capacity Employee shall be responsible for theperformance of the duties of the Titled Position and for such other executive and administrativeduties 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 “EmploymentLocation”, as identified on Schedule I annexed hereto, together with all reasonable support staffand secretarial assistance, equipment, stationary, books and supplies, as determined by theResponsible Officer. Employee shall use Employee’s best efforts during the term of employmenthereunder to further, enhance and develop the business of PCC, the Paxson Group and any networks orstations it may own or operate. Subject to the direction of the “Responsible Officer”, asidentified in Schedule I annexed hereto, Employee shall perform such duties as set forth inSchedule I annexed hereto under “Employment Duties.” Except as expressly modified herein, Employeeshall be subject to all of the Paxson Group’s policies including payola, plugola and conflicts ofinterest, as well as the following:     (a) Employee will comply with all Paxson Group and professional standards governingEmployee’s objectivity in the performance of Employee’s duties, including restrictions onoutside activities, investments, business interests, or other involvements which couldcompromise Employee’s objectivity or create an impression of conflict of interest. Employeewill not knowingly, without the prior approval of Employee’s Responsible Officer on behalfof Paxson, accept any gift, compensation, or gratuity (which excludes business meals andentertainment received by Employee in the ordinary course of business) from any person orentity with which the Paxson Group or any of its broadcast properties is or may be incompetition or in any instance where there is a stated or implied expectation of favorabletreatment of that person or entity. Employee will not, without the prior written approval ofEmployee’s Responsible Officer, take advantage of any business opportunity or situation orengage in any enterprise or venture of which the Paxson Group may have an interest on his orher own behalf, if said business opportunity or situation, enterprise or venture is relatedin any way to or is similar to the business of the Paxson Group.     (b) In performing the Employment Duties under this Agreement, Employee shall conducthimself with due regard to social conventions, public morals and standards of decency, andwill not cause or permit any situation or occurrence which would tend to degrade,scandalize, bring into public disrepute, or otherwise lower the community standing ofEmployee, or Paxson’s public image.     1.03 **Activities**. Employee shall, except during vacation periods, periods of illness, andleaves of absence approved by Paxson, devote full and undivided business time, attention andenergies 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 otherbusiness activity which would conflict with Employee’s duties without the prior written approvalof 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 thatPaxson determines would directly interfere, impair or hinder in any way Employee’s ability toperform or otherwise satisfy Employee’s responsibilities and duties from time to time in effect, asthe 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’sobligations or duties under this Agreement, or assign any of Employee’s rights under thisAgreement, without the prior written consent of Paxson, except that Employee may delegate duties toother employees of Paxson where reasonable and customary in the ordinary course of Paxson’sbusiness and consistent with the performance of the Titled Position.**SECTION 2. COMPENSATION AND BENEFITS.**Beginning on the Commencement Date, Employee shall becompensated for the performance of the Employment Duties performed under the terms hereof asfollows:     2.01 **Base Salary and Annual Cash Bonus.**As compensation for the services performed byEmployee hereunder, Employee shall receive a Base Salary and Annual Cash Bonus, as follows:     (a) Initial Base Salary. Paxson and Employee acknowledge and agree thatEmployee’s current Base Salary in effect for the current Employment Year shall be the peryear amount set forth in Schedule I hereof. For purposes of this Agreement, “EmploymentYear” means a calendar year ended December 31.     (b) Increase in Base Salary. For each Employment Year after the currentEmployment Year (each such year a “Successive Employment Year”), Employee’s Base Salaryshall be subject to such increase, if any, for each such Successive Employment Year as shallbe as determined by the Responsible Officer (subject to the approval of the Chairman of theBoard of PCC, and, if applicable, the Compensation Committee of the Board of Directors ofPCC).     (c) Bonus. Employee shall be entitled to earn an annual bonus, based uponPaxson Group performance and the Employee’s individual performance, in the amount and on theterms described in Schedule I annexed hereto.     (d) Manner of Payment. Employee’s Base Salary shall be paid, at Paxson’soption, either (i) in equal bi-monthly installments, or (ii) in accordance with thecustomary 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, Employeemay, as determined from time to time, in the sole discretion of Paxson, be eligible to receive orparticipate in cash and non-cash compensation programs, including, without limitation, annual andspecial 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 inrespect of any Non-Cash Compensation shall be governed under the terms of a separate document ordocuments, if any Non-Cash Compensation is to be awarded to Employee. Under no circumstance shouldthis provision be deemed to constitute any express or implied right, entitlement or interest ofEmployee to be awarded or participate in, or obligation, agreement or requirement of Paxson, toaward, 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, Paxsonshall reimburse Employee promptly for all reasonable travel, entertainment and other similarbusiness expenses incurred by Employee in the performance of Employee’s duties under thisAgreement. Reimbursement of expenses will be made in accordance with applicable policies ofPaxson. All extraordinary disbursements and expenditures by Employee, and any disbursements andexpenditures that are not provided for in any budget established by Paxson, must be approved inadvance by Paxson.     2.04 **Personal Time**. Employee shall be entitled to the number of weeks of personal time off inaccordance 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 anybenefits that may be available to Employee under any employee pension plan, group life insuranceplan, hospitalization plan, medical service plan, death benefit plan, or any other employee benefitplan applicable generally to the employees of Paxson, in accordance with their respectivepositions, and which may be in effect at any time or from time to time during the term ofEmployee’s employment.     2.06 **Withholding**. Paxson shall be responsible for withholding from Employee’s compensationFICA, FUTA and other payroll and income taxes, as required by law and such other amounts as may bedirected 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 byreason of illness or accident to perform the essential functions of the Employment Dutiesfor a period of more than 180 consecutive days.     (c) Paxson Termination Without Cause. The date on which Employee’s serviceshereunder to Paxson terminate as a result of a Paxson Termination Without Cause. A “PaxsonTermination 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-renewalNotice, other than a termination by Paxson for Disability pursuant to Subsection 3.01(b) ora Paxson Termination for Cause pursuant to any clause of Subsection 3.01(d) prior to aChange of Control, or clauses (i), (iii), (iv), or (vi) of Subsection 3.01(d) within oneyear after a Change of Control, and (2) a termination by Employee, on not less than 30 daysnotice to Paxson, after Employee receives a Non-Renewal Notice from Paxson under Section1.01 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 trustcreated for the sole benefit of any one or more of them during their lifetimes, orany combination of any of the foregoing, shall (i) own, directly or indirectly, atleast 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 theissued and outstanding capital stock of PCC entitled to vote in the election of theBoard of Directors of PCC; (b) the approval by the shareholders of PCC of areorganization, merger, or consolidation, in each case, with respect to whichpersons who were shareholders of PCC immediately prior to this reorganization,merger or consolidation do not, immediately thereafter, own more than 50 percent ofthe combined voting power entitled to vote generally in the election of directors ofthe reorganized, merged or consolidated company’s (or any successor entity’s) thenoutstanding securities; (c) a liquidation or dissolution of PCC or of the sale ofall or at least 80 percent of PCC’s assets; or (d) Lowell W. Paxson shall, bywritten agreement with a third party, which shall include, without limitation TheNational Broadcasting Company, Inc., cease to exercise substantially all of hisday-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 andregulations, it being understood that, without limitation, an agreement orarrangement between Lowell W. Paxson and such third party whereby Lowell W. Paxsonand his affiliates receive more than ninety percent (90%) of an agreed uponpurchase price for the Class B Common shares owned by Lowell W. Paxson and certainaffiliates 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 thisSubsection 3.01(c).     (d) Paxson Termination for Cause. The date Employee is terminated by Paxsonpursuant to a Paxson Termination for Cause. A “Paxson Termination for Cause” means atermination of Employee by Paxson resulting from any of the following:     (i) Employee (A) is charged with the commission of a felony, (B) is convictedof two (2) offenses for operating a motor vehicle while impaired by or under theinfluence of alcohol or illegal drugs, (C) is charged with any criminal act withrespect to Employee’s employment (including any criminal act involving a violationof the Communications Act of 1934, as amended, or regulations promulgated by theFederal Communications Commission), or (D) is charged with any act that materiallythreatens to result in suspension, revocation, or adverse modification of any FCClicense of any broadcast station owned by any affiliate of Paxson or would subjectany such broadcast station to fine or forfeiture;     (ii) Employee’s willful act or failure to act, the intended or reasonablyforeseeable result of which would cause Paxson or any Station to be in default underany material contract, lease or other agreement, which conduct is contrary to hisperformance of his Employment Duties or not authorized or confirmed by theResponsible Officer;     (iii) Employee’s dependence on alcohol or illegal drugs;     (iv) Improper refusal by Employee to conduct Employee’s business affairs orfollow the legal policies and directives of the Responsible Officer and failing tocure such failure as soon as practicable and in any event within 30 days fromreceipt of written notice setting forth the specifics of such unsatisfactoryconduct;     (v) Conduct which could be reasonably inferred to detract from the public imageof the Paxson Group and failing to cease such conduct or commence to take reasonablecurative action with respect thereto requested by the Company or both, as soon aspracticable and in any event within 30 days from receipt of written notice settingforth the specifics of such conduct;     (vi) Employee’s misappropriation, conversion or embezzlement of the assets ofPaxson or any affiliate of Paxson;     (vii) A material breach of this Agreement by Employee and failing to cure suchbreach as soon as practicable and in any event within 30 days from receipt ofwritten notice setting forth the specifics of such breach; or
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     (viii) Any representation of Employee in Section 7 of this Agreement beingfalse when made.     (e) Employee’s Voluntary Resignation. The date of Employee’s VoluntaryResignation. A “Voluntary Resignation” means any resignation by Employee other thanEmployee’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 Terminationfor Good Reason. “Employee’s Termination for Good Reason” means the termination ofemployment 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 theEmployment 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 pursuantto this Section 3, Paxson shall have no further liability to Employee, and no further payment shallbe made to Employee, except to the extent expressly provided for in this Subsection, as follows:     (a) Termination Compensation For Death, Disability, Paxson Termination WithoutCause or Employee’s Termination for Good Reason. If Employee’s employment is terminatedas a result of Death, Disability, a Paxson Termination Without Cause, or an EmployeeTermination for Good Reason, under Subsections 3.1(a), (b), (c) or (f), respectively, withinthirty (30) days of termination, Employee (or, in the case of a termination as a result ofthe death of Employee, the appropriate representative of Employee’s estate) will be paid thefollowing:     (i) Employee will continue to receive the Employee’s Base Salary then in effectfor a period equal to the lesser of (x) the number of Severance Months specified inSchedule 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 I, whichbonus shall be payable in full if and when bonus awards for such fiscal yearcommence to be made to other members of senior manager; and
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     (iv) An amount in cash equivalent to the accrued but unused personal time ofEmployee through the termination date; and     (v) Without duplication of any of the foregoing, all Base Salary, expenses andother 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 qualifiesunder any employee benefit plan available to Employee (including, but not limited to anydisability insurance, life insurance and death benefits of the type described in Section2.05). Employee shall also be entitled to all rights to continuation or conversion ofbenefits required by law to be offered to a departing employee.     (b) Termination Compensation for Paxson Termination for Cause or Employee’sVoluntary Resignation. If Employee’s employment is terminated as a result of a PaxsonTermination 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 ofEmployee through the termination date; and     (iii) Without duplication of any of the foregoing, all Base Salary, expensesand other payments or cash benefits due to Employee through Employee’s terminationdate.In addition, Employee shall also be entitled to any benefits for which Employee qualifiesunder any employee benefit plan available to Employee. Employee shall also be entitled toall rights to continuation or conversion of benefits required by law to be offered to adeparting employee.     3.03 **Notices of Termination; Effective Date of Termination**. For all terminations except inthe case of Death, either Employee or Paxson, as the case may be, shall give written notice oftermination to the other. In the case of any termination, other than a Paxson Termination forCause, such notice shall be effective not less than thirty (30) days after the date on which it isreceived by the other party. Notice of a Paxson Termination for Cause may be effectiveimmediately.
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**SECTION 4. INTANGIBLES**     4.01 **Memoranda, Notes and Records**. All memoranda, notes, names and address lists, records orother documents made or compiled by Employee or made available to Employee during the term ofemployment concerning the business of any member of the Paxson Group and any and all copies thereofshall be delivered to Paxson upon the termination of Employee’s employment for whatever reason orat any other time upon request. Employee shall not at any time during Employee’s employment, orafter 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 orconfidential nature or otherwise not readily available to members of the general public thatconcerns the business or affairs of any member of the Paxson Group and whether or not acquired bythe Employee during the term of employment by Paxson.     4.02 **Rights in Intangible Assets**. Employee recognizes and acknowledges that all rights in theformats, programming, concepts, approaches, copy and titles embodied in the operation of the PaxsonGroup or any particular station or the PAX Net network or any other broadcast network, and allchanges, additions and amendments thereto which may occur during or after the Term hereof, belongexclusively to Paxson. Employee hereby assigns any and all rights or interests Employee may havetherein to Paxson. Employee shall not at any time during Employee’s employment, or after thetermination 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 orclaim any right, title or interest in any material or matter of any sort prepared for or used inconnection with the business or promotion of Paxson, whether produced, prepared or published inwhole 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 firstanniversary 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 throughany person, subsidiary, affiliate or employee acting as nominee or agent, engage or participate inany of the following actions:     (a) Influencing or attempting to influence any person or entity who is a contractingparty with any member of the Paxson Group to terminate any written or oral agreement withsuch 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 aviolation of this provision; or     (b) Hiring or attempting to hire for employment or as an independent contractor anyperson who is actively employed (or in the preceding six months was actively employed) byany member of the Paxson Group or attempting to influence any such person to terminateemployment with any member of the Paxson Group.
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     5.02 **Confidentiality**. Employee covenants and agrees that both during the Agreement Term andthereafter 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, advertisingand 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 atany other time upon the Paxson Group’s request, Employee will return to the Paxson Group allmemoranda, notes, records or other documents compiled by Employee or made available to Employeeduring the Agreement Term concerning the business of the Paxson Group, all other confidentialinformation and all personal property of the Paxson Group, including, without limitation, allfiles, audio or video tapes, recordings, records, documents, drawings, specifications, lists,equipment, supplies, promotional material, scripts, keys, phone or credit cards and similar itemsand all copies thereof or extracts therefrom.     5.03 **Enforcement**. Employee agrees that the restrictive covenants contained in this section 5are a material part of Employee’s obligations under this Agreement for which the Paxson Group hasagreed to compensate Employee as provided in this Agreement. Employee agrees that the injury thePaxson Group will suffer in the event of the breach by Employee of any clause of this Section 5will cause the Paxson Group irreparable injury that cannot be adequately compensated by monetarydamages alone. Therefore, Employee agrees that the Paxson Group, without limiting any other legalor equitable remedies available to it, shall be entitled to obtain equitable relief by injunctionor otherwise from any court of competent jurisdiction, including, without limitation, injunctiverelief to prevent Employee’s failure to comply with the terms and conditions of this Section 5 andEmployee hereby waives hereunder any defense based upon an adequate remedy at law in any suchaction for equitable relief.     5.04 **Reformation**. If the covenants in this Section 5 are held to be unenforceable in anyjurisdiction because of the duration or scope thereof, the court making such determination shallhave the power to reduce the duration and/or scope of the provision or covenant, and the provisionor covenant in its reduced form shall be enforceable; provided, however, that thedetermination of such court shall not affect the enforceability of Section 5 in any otherjurisdiction.**SECTION 6. ARBITRATION**Except as otherwise provided to the contrary below, any dispute arising outof or related to this Agreement that Paxson and Employee are unable to resolve by themselves shallbe settled by arbitration in West Palm Beach, Florida, by a panel of three (3) arbitrators. Paxsonand Employee shall each designate one disinterested arbitrator, and the two arbitrators sodesignated shall select the third arbitrator. The persons selected as arbitrators need not beprofessional arbitrators, and persons such as lawyers, accountants and bankers shall be acceptable.Before undertaking to resolve the dispute, each arbitrator shall be duly sworn faithfully andfairly to
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hear and examine the matters in controversy and to make a just award according to the best of theirunderstanding. The arbitration hearing shall be conducted in accordance with the employmentarbitration rules of the American Arbitration Association. The written decision of a majority ofthe arbitrators shall be final and binding on Paxson and Employee. The costs and expenses of thearbitration proceeding shall be assessed between Paxson and Employee in a manner to be decided by amajority of the arbitrators, and the assessment shall be set forth in the decision and award of thearbitrators. Judgment on the award, if it is not satisfied within thirty (30) days, may be enteredin any court having jurisdiction over the matter. No action at law or suit in equity based uponany claim arising out of or related to this Agreement shall be instituted in any court by Paxson orEmployee 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 thisSection, or (iii) any other action which, under applicable law, may not be made subject to bindingarbitration.**SECTION 7. REPRESENTATIONS OF EMPLOYEE**. To induce Paxson to enter into this Agreement and toemploy Employee, Employee represents and warrants to Paxson as of the date hereof and as of eachdate of payment of any compensation under the terms hereof as follows:     7.01 **Absence of Conflicting Agreements**. The execution, delivery and performance of thisAgreement by Employee does not conflict with result in a breach of, or constitute a default underany 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 prioremployment (including any criminal act involving a violation of the Communication Act of1934, 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 whichsubjected any broadcast station to fine or forfeiture.     7.03 **Chemical Dependence**. Employee is not dependent on alcohol or illegal drugs. Employeerecognizes that Paxson shall have the right to conduct random drug testing of its employees andthat Employee may be called upon in such a manner.
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**SECTION 8. MISCELLANEOUS**     8.01 **Governing Law**. This Agreement shall be construed in accordance with, and shall begoverned by, the laws of the State of Florida.     8.02 **Entire Agreement**. This Agreement amends, restates and supersedes any prior employmentagreement 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 writtensupplemental executive retirement plan or related documents, if any, between Paxson and Employeeshall be deemed superceded, amended or modified by the terms hereof. The instrument contains theentire 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 orterminated, except by an agreement in writing signed by the party against whom enforcement of anywaiver, modification, change, amendment or termination is sought.     8.03 **Counterparts**. This Agreement may be executed in counterparts, each of which shall bedeemed 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 theremaining 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 notbe used in interpreting or construing this Agreement.     8.06 **Assignment of Agreement and Change of Control; Successors and Assigns.**This Agreementmay be assigned by Paxson without the prior written consent of Employee. Employee may not assignthis Agreement or any of its right or interests herein to any other party. The rights andobligations 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 itsbusiness in a Change of Control (as defined in Section 3.1, above), in a merger or acquisition, byoperation of law, or otherwise. The obligations of Paxson to pay money and/or provide benefits toEmployee under this Agreement, by operation of law or pursuant to the terms of the plans ordocuments governing such benefits, shall survive Employee’s death (with payments thereafter to bemade at the direction of the executors, personal representatives or other appropriaterepresentatives of Employee’s estate).     8.07 **Notices**. All notices, demands and requests required or permitted to be given under theprovisions of this Agreement shall be (i) in writing, (ii) delivered by personal delivery, or sentby 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 ofthe delivery service or on the return receipt, and (iv) addressed as follows:
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   If to Paxson: Lowell W. Paxson, CEO (with a copy to Anthony L. Morrison, Esq.)