nxst-ex101_6.htm



Exhibit 10.1

SECOND AMENDMENT TO

EXECUTIVE EMPLOYMENT AGREEMENT

 

The Executive Employment Agreement dated July 13, 2009, by and between Thomas E. Carter (“Executive”) and Nexstar Broadcasting Group, Inc. (“Company”) as amended on August 1, 2014 (the “Agreement”), is hereby further amended effective January 1, 2017, as follows:

1.Effective as of the closing of the merger of the Company and Media General, Inc., all references to “Nexstar Broadcasting Group, Inc.” are amended to read “Nexstar Media Group, Inc.” and all references to “Company” or “the Company” are amended to refer to “Nexstar Media Group, Inc.”

2.Paragraph 2 is amended to read as follows:


	

	
“2.Term of Employment.  Unless terminated earlier as provided in Paragraph 3, the Company’s employment of Executive under this Agreement will continue until December 31, 2021; provided, however, that the term of employment under this Agreement will be automatically renewed for successive one-year periods (the first of which will commence January 1, 2022) unless at least ninety (90) days prior to the end of the then current term of employment under this Agreement, Executive or the Company gives written notice to the other of the notifying party’s intent not to renew the term of employment under this Agreement as of the then current term.”





	
3.
	
Paragraphs 4(a) and 4(b) are amended to read as follows:




“4.  Compensation.

 

(a)Base Salary.During the term of this Amendment to the Agreement, Executive will be entitled to receive a base salary (“Base Salary”) at the annual rate specified below:

 


			
	
Period
	
 
	
Base Salary

	
From January 1, 2017 to December 31, 2017
	
 
	
$                        750,000.00

	
From January 1, 2018 to December 31, 2018
	
 
	
 $                        775,000.00

	
From January 1, 2019 to December 31, 2019
	
 
	
$                        800,000.00

	
From January 1, 2020 to December 31, 2020
	
 
	
$                        825,000.00

	
From January 1, 2021 and thereafter
	
 
	
$                        850,000.00




 

(b)Target Bonus.     After the end of each Company fiscal year during the term of this Agreement, Executive will be entitled to receive an annual bonus (the "Bonus"), in an amount, if any, up to seventy-five percent (75%) of Executive’s annual base salary in effect at the end of that fiscal year (or in excess of such amount as the CEO, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate in their sole discretion), pro-rated for any partial fiscal year during which Executive is employed by the Company pursuant to this Agreement, to be determined by the CEO based on, among other things, whether Executive has achieved the personal 

 



Exhibit 10.1

goals established for the Executive by the CEO and/or the Board for such fiscal year.”

 

4.Paragraph 4(e) is added:

 


	

	
“4.Compensation.




 


	

	
(e)Special Acquisition Completion Bonus.  Upon the successful closing of the Company’s acquisition of Media General, Inc., the Company will pay Executive a cash bonus in the amount of Two Million Dollars ($2,000,000.00).”




 

5.Paragraph 6(b) is amended to read as follows:

 

“6.  Termination Payments.

 

(b) In the event of termination of Executive’s employment pursuant to any of the following provisions:

 

Paragraph 3(c)[Consolidation, Merger or Comparable Transaction]

Paragraph 3(e)[By the Company Other Than For Cause]

Paragraph 3(f)[Good Reason]

 

the Company will pay Executive the amounts described in Paragraph 6(a), plus an amount equal to twelve (12) months’ of Executive’s then current salary, plus an additional $20,800.00.

 

Without limiting the remedies available to the Company for breach by Executive of Paragraph 7, if Executive violates the provisions of Paragraph 7 after the termination of Executive’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Executive will forfeit the right to any payments under this Paragraph 6 which are unpaid at the time such violation occurs.”

 

6.All other terms and conditions will remain unchanged.

 

7.Headings.  The headings in the Paragraphs of this Amendment are inserted for convenience only and will not constitute a part of this Agreement.

8.Severability.  The parties agree that if any provision of this Amendment is under any circumstances deemed invalid or inoperative, the Amendment will be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties will be construed and enforced accordingly.

9.Governing Law.  This Amendment is governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

 



Exhibit 10.1

10.Amendment; Modification.  This Amendment may not be amended, modified or supplemented other than in a writing signed by the parties hereto.

11.Entire Agreement.  The Agreement as amended by this Amendment is hereby ratified in full and embodies the entire agreement between the parties hereto with respect to Executive’s employment with the Company, and there have been and are no other agreements, representations or warranties between the parties regarding such matters.

12.Counterparts.  This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year written below.

 


			
	
/s/ Thomas E. Carter              
	
 
	
/s/ Perry Sook                                  

	
Thomas E. Carter
	
 
	
Perry Sook

	
Executive
	
 
	
President & Chief Executive Officer

	
 
	
 
	
Nexstar Broadcasting, Inc.

	
 
	
 
	
 

	
Date:  January 9, 2017_                           
	
 
	
Date:  January 9, 2017_                   




 

 

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