**Exhibit 10.15**

**HAWKS AMENDED ANDRESTATED EMPLOYMENT AGREEMENT**

**HEARST-ARGYLETELEVISION, INC.300 West 57**th StreetNew York, NY  10019

As of January 1, 2005

Mr. Harry T. Hawks[ADDRESS ON FILE]

Dear Harry:

This letterconstitutes all of the terms of an Amended and Restated Employment Agreementbetween you and Hearst-Argyle Television, Inc. (“Hearst-Argyle”). It issubject to the approval of the Board of Directors 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 & CFO. |

 

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

4.     **Length of Employment.  **Theterm of this Agreement will start on January 1, 2005 and continue throughDecember 31, 2007 (the “Term”).

5.     **Salary.  **You will receive a base salary for allservices to Hearst-Argyle as follows:

a)                $515,000 per yearfrom January 1, 2005 through December 31, 2005:

b)               $550,000 per yearfrom January 1, 2006 through December 31, 2006; and

c)                $575,000 per yearfrom January 1, 2007 through December 31, 2007.

The salary will be paid according to Hearst-Argyle’spayroll practices, but not less frequently than twice a month. You acknowledgethat you are not entitled to overtime pay.

In addition it is understood that you are eligible toreceive a bonus up to a maximum of 75% of your base salary. The criteria forthe bonus will be set by the Compensation Committee of the Board of Directorsof Hearst-Argyle, at its sole discretion.

The bonus is payable only for as long as you work forHearst-Argyle, and will be payable only at the end of a complete bonus cycleand is not proratable, except in the event of your death, when it will beproratable.

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 youby March 31 of the year following the year for which the bonus isapplicable.

6.     **Exclusive Services.  **You agree that you will work onlyfor Hearst-Argyle, and will not render services or give business advice, paidor otherwise, to anyone else, without getting Hearst-Argyle’s written approval.However, you may participate as a member of the board of directors of otherorganizations and in charitable and community organizations, but only if suchactivities do not conflict or interfere with your work for Hearst-Argyle, andif such work is approved in advance by Hearst-Argyle, which approval will notbe unreasonably withheld. You acknowledge that your services will be unique,special and original and will be financially and competitively valuable toHearst-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 acknowledge that if youviolate this Paragraph, Hearst-Argyle has the 

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right to apply for andobtain injunctive relief to stop such violation (without the posting of anybond, and you hereby waive any bond-posting requirements in connection withinjunctive relief), in addition to any other appropriate rights and remedies itmight lawfully have.

7.     **No Conflicts.  **You agree that there is no reason whyyou cannot make this Agreement with Hearst-Argyle, including, but not limitedto, having a contract, written or otherwise, with another employer.

8.     **Termination of Employment.**

(a)          Hearst-Argyle has theright to end this Agreement:

i)                  Upon your death;or

ii)              For cause, whichshall mean (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) willful failure to comply with applicable laws withrespect to the conduct of Hearst-Argyle’s business, (D) theft, fraud orembezzlement resulting in gain or personal enrichment, directly or indirectly,to you at Hearst-Argyle’s expense, (E) addiction to an illegal drug, (F) conductor involvement in a situation that brings, or may bring, you into publicdisrespect, tends to offend the community or any group thereof, or embarrassesor reflects unfavorably on Hearst-Argyle’s reputation, or (G) willfulfailure to comply with the reasonable directions of the Board of Directors ofHearst-Argyle; or

iii)          Without cause pursuantto 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 notwithstanding Paragraph 8(a)(i), by you or your legalrepresentative within such 60-day period, if you die while stillemployed), provided that, in the case of either clauses (i) or (ii) ofthis Paragraph 8(b), you or your legal representative execute and deliver ageneral release in favor of Hearst-Argyle in the form reasonably required byHearst-Argyle, and such release has become irrevocable, and if such terminationoccurs, then you (or your estate, in the case of your death) will receive thepayments and benefits under this Agreement for the remainder of the Term as ifno termination had occurred; it being expressly acknowledged and agreed that,with respect to bonuses, and in lieu of the bonuses contemplated by the thirdparagraph of Paragraph 5, you (or your estate, in the case of your death) shallbe entitled to receive (at the times that would have applied absenttermination) (x) any accrued but unpaid bonus, and (y) for any futureunpaid bonuses that otherwise would have been payable during the Term, bonusespayable at fifty percent (50%) of the maximum potential bonus. Notwithstandingthe foregoing, if you breach Paragraphs 10 or 11, Hearst-Argyle’s obligationsunder this Paragraph 8(b) shall immediately cease, and you (and yourestate, in the case of your death) shall have no further rights under thisAgreement. For purposes of this Agreement, a Change in Control shall be deemedto occur if, and only if, Hearst-Argyle ceases to be controlled by or undercommon control with The Hearst Corporation or its affiliates.

9.     **Payment for Plugs.  **You acknowledge that you arefamiliar with Sections 317 and 507 of the Communications Act of 1934 and areaware that it is illegal without full disclosure to promote products orservices in which you have a financial interest. 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 youwill not become involved in any financial situation which might compromise orcause a conflict with your obligations under this Paragraph or this Agreementwithout first talking with Hearst-Argyle about your intentions and obtainingHearst-Argyle’s written consent.

10.   **Confidentiality.  **You agree that while employed byHearst-Argyle and after this Agreement is terminated or expires, you will notuse or divulge or in any way distribute to any person or entity, including afuture employer, any confidential information of any nature relating toHearst-Argyle’s business. You will surrender to Hearst-Argyle at the end ofyour employment all its property in your possession. If you 

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breach this Paragraph,Hearst-Argyle has the right to apply for and obtain injunctive relief to stopsuch a violation, in addition to its other legal remedies, as outlined inParagraph 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) yearsafter the expiration or termination of this Agreement, you will not hire,solicit, aid or suggest to any (i) employee of Hearst-Argyle, itssubsidiaries or affiliates, (ii) independent contractor or other serviceprovider or (iii) any customer, agency or advertiser of Hearst-Argyle, itssubsidiaries or affiliates to terminate such relationship or to stop doingbusiness with Hearst-Argyle, its subsidiaries or affiliates.

If you violate thisprovision, Hearst-Argyle will have the same right to injunctive relief asoutlined in Paragraph 6, as well as any other remedies it may have. If anycourt of competent jurisdiction finds any part of this Paragraph unenforceableas to its duration, scope, geographic area or otherwise, it shall be deemedamended so as to permit it to be enforced.

12.   **Officer; Director.  **Upon request, you agree that youwill serve as an officer or director, in addition to your present position, ofHearst-Argyle or any affiliated entity, without additional pay.

13.   **Continuation of Agreement.  **This Agreement and youremployment shall terminate upon the expiration of the Term (unless terminatedearlier pursuant to Paragraph 8 hereof), provided that if Hearst-Argyle givesyou written notice of extension then this Agreement shall continue on amonth-to-month basis until the earlier of (i) the commencement of arenewal or extension agreement between you and Hearst-Argyle, or (ii) terminationof this Agreement by either party on fifteen days written notice to the other.

14.   **Assignment of Agreement.  **Hearst-Argyle has the rightto transfer this Agreement to a successor, to a purchaser of substantially allof its assets or its business or to any parent, subsidiary, or affiliatedcorporation or entity and you will be obligated to carry out the terms of thisAgreement for that new owner or transferee. You have no right to assign thisAgreement, and any attempt to do so is null and void.

15.   **State Law.  **This Agreement will be interpreted underthe laws of the State of New York, without regard to conflicts or choice of lawrules.

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

17.   **Approvals.  **In any situation requiring the approval ofHearst-Argyle, such approval must be given by either the President and ChiefExecutive Officer or the Chief Operating Officer of Hearst-Argyle Television, Inc.

18.   **Dispute Resolution.  **Hearst-Argyle and you agree thatany claim which either party may have against the other under local, state orfederal law including, but not limited to, matters of discrimination, mattersarising out of the termination or alleged breach of this Agreement or theterms, conditions or termination of employment, will be submitted to mediationand, if mediation is unsuccessful, to final and binding arbitration inaccordance with Hearst-Argyle’s Dispute Settlement Procedure (“Procedure”), ofwhich 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 thependency of any claim under this Procedure, Hearst-Argyle and you agree to makeno statement 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 is hereby incorporated by reference intothis Agreement.

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19.   **Correspondence.  **All correspondence between you andHearst-Argyle will be written and sent by certified mail, return receiptrequested, or by personal delivery or courier, to the following addresses:

| If to Hearst-Argyle: | Hearst-Argyle Television, Inc.                  |
|----------------------|------------------------------------------------------|
|                 | 300 West 57th Street                            |
|                 | 39th Floor                                           |
|                 | New York, New  York 10019                            |
|                 | Attn:                                                | David J. Barrett |
|                 |                                                 | President and CEO |
| with a copy to:      | Hearst-Argyle  Television, Inc.                 |
|                 | 300 West 57th Street                            |
|                 | 39th Floor                                      |
|                 | New York, New York 10019                             |
|                 | Attn:                                                | Jonathan C. Mintzer |
|                 | Vice President, General Counsel & Secretary |
| If to Employee:      | Harry T. Hawks                                       |
|                 | [ADDRESS ON FILE]                                    |

 

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

20.   **Severability.  **If a court decides that any part of thisAgreement is unenforceable, the rest of the Agreement 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 |
|   |                            | David J. Barrett |
|   |                            | *President and Chief Executive Officer* |
|   | By:                             | /s/ HARRY T. HAWKS |
|   |                            | Harry T. Hawks |

 

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