Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”), entered into as of  September 30, 2008, and made effective
as of October 6, 2008 (the “Appointment Date”),
is by and among, LIN TV Corp., a Delaware corporation (“Parent”),
and LIN Television Corporation, a Delaware corporation with its headquarters in
Providence, Rhode Island, and a wholly-owned subsidiary of the Parent (the “Company” and, together with Parent, the “LIN Companies”), and Richard J. Schmaeling,
an individual whose current residence is 95 Harvard Circle, Princeton, New
Jersey 08540 and who anticipates relocating to the greater Providence, Rhode
Island area (the “Executive”).


 


RECITALS:


 


WHEREAS, the
board of directors of Parent (the “Board of Parent”)
and the board of directors of the Company, respectively, appointed Executive to
the offices of Senior Vice President Chief Financial Officer of each of the LIN
Companies, which appointment shall become effective on the Appointment Date;


 


WHEREAS, each
of Parent and the Company desire that the Company employ Executive as Senior
Vice President Chief Financial Officer of the Company, and Executive desires to
be employed by the Company in such position, in accordance with the terms and
subject to the conditions provided herein;


 


NOW, THEREFORE,
in consideration of the foregoing and of the respective covenants and
agreements of the parties herein contained, the parties hereto, intending to be
legally bound hereby, agree as follows:


 


1.             Employment. The Company shall employ Executive and
Executive hereby agrees to serve the LIN Companies on the terms and conditions
set forth herein.


 


2.             Service Period. The term of this Agreement and Executive’s
employment hereunder (the “Service Period”)
shall be deemed to have commenced as of the Appointment Date and shall continue
thereafter until the effective date of termination pursuant to the terms and
subject to the conditions of this Agreement. For the avoidance of doubt,
Executive’s employment will be on a continuous basis unless Executive’s
employment is terminated pursuant to Section 8 of this Agreement.


 


3.             Position and Duties. During the Service Period,
Executive shall serve as the Senior Vice President Chief Financial Officer of
each of the LIN Companies, reporting to the President and CEO of each of the
LIN Companies and, subject to the LIN Companies’ respective Certificates of
Incorporation and By-Laws, shall have such authority and duties as may be
granted or assigned from time to time by the President and CEO of the LIN
Companies, which such duties shall initially include direct reports in the
Controllership, Financial Planning and Budgeting, Tax, Information Technology
and Human Resources areas.


 


4.             Attention and Effort. Executive covenants and agrees, at
all times during the Service Period, to devote his full business-time efforts,
energies and skills to his duties as 


 

















 


contemplated by Section 3 above, to serve each of the LIN
Companies diligently and to the best of Executive’s ability and at all times to
act in compliance with the rules, regulations, policies and procedures of the
LIN Companies as shall be in effect from time to time. Executive further
covenants and agrees that he will not, directly or indirectly, engage or
participate in any other business, profession or occupation for compensation or
otherwise at any time during the Service Period which conflicts with the
business of the LIN Companies, without the prior written consent of the Board
of Parent; provided, that nothing herein shall preclude Executive from accepting
appointment to or continuing to serve on any board of directors or trustees of
any charitable or not-for-profit organization or from managing his personal,
financial or legal affairs; provided, in each case, and in the aggregate, that
such activities do not materially conflict or interfere with the performance of
Executive’s duties hereunder or conflict with Sections 10, 11 or 12 of this
Agreement in any material respect.


 


5.             Compensation and Other Benefits.


 


(a)           During
the Service Period, Executive shall be paid by the Company an annual base
salary in an amount equal to Three Hundred Twenty Five Thousand Dollars
($325,000) (the “Base Salary”), payable in
accordance with the Company’s normal payroll practices. The Base Salary shall
be reviewed by the Compensation Committee of the Board of Parent no less often
than once each calendar year and may be increased, but not decreased, based on
such a review.


 


(b)           Solely
with respect to the portion of the Service Period, if applicable, commencing on
January 1, 2009, Executive shall be eligible to receive, in addition to
the Base Salary described above, an annual bonus payment (a “Performance Bonus”) in an amount up to One Hundred Fifty
Thousand Dollars ($150,000) for such year (a “Performance
Bonus Amount”) to be determined by December 31, 2009, and
thereafter, the last day of each calendar year during the Service Period, or as
soon thereafter as practicable, but in no event later than March 15 of the
subsequent calendar year, as follows:


 


(i)            Executive shall be eligible
to receive a bonus payment in an amount up to 25% of the Performance Bonus
Amount, which bonus payment, if any, shall be determined in the sole discretion
of the President and CEO of the LIN Companies and the Compensation Committee,
based upon such factors as each may determine to be relevant, which may include
the performance of the LIN Companies and Executive, general business
conditions, and the relative achievement by Executive or the LIN Companies of
any goals established by the President and CEO, the Board of Parent or the
Compensation Committee.


 


(ii)           Executive shall be
eligible to receive a bonus payment calculated as set forth in this paragraph (ii) using
a baseline bonus amount equal to seventy-five percent (75%) of the Performance
Bonus Amount (the “Results Bonus Base Amount”).
The amount of the bonus awarded to Executive, if any, under this paragraph (ii) (the
“Results Bonus”) shall be an amount
calculated as a percentage of the Results Bonus Base Amount (the “Results Bonus Percentage”). The Results Bonus Percentage
shall be the percentage set forth on Schedule 5(b)(ii)(A) hereto
that corresponds to the respective percentages by which Parent has achieved the
EBITDA and revenue targets established by the Board of Parent for the
applicable year, as determined by the Compensation Committee of the Board of
Parent (the “Budget 


 


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Target”). The parties
acknowledge and agree that for convenience of reference Schedule
5(b)(ii)(B) shows for illustrative purposes the amount of the
Results Bonus corresponding to each Results Bonus Percentage reflected on Schedule 5(b)(ii)(A), and the parties further acknowledge
that such figures shall be subject to adjustment in the event of any change to
the Results Bonus Base Amount and, in the event of any conflict between Schedules 5(b)(ii)(A) and 5(b)(ii)(B),
Schedule 5(b)(ii)(A) shall
control.


 


(iii)          With respect to the
portion of the calendar year 2008 beginning on the Appointment Date and ending
on December 31, 2008, Executive shall receive a Performance Bonus in the
fixed amount of Thirty Five Thousand Dollars ($35,000).


 


6.             Benefits and Expenses. Executive shall receive from the
Company such other benefits as may be granted to senior management of the
Company generally, including health, dental, life and disability insurance and
vacation benefits. In addition, Executive shall be provided with an automobile
allowance in accordance with the Company’s then-current plan. The Company shall
reimburse Executive for all reasonable travel, entertainment and other expenses
which Executive may incur in regard to the business of Company or Parent, in
accordance with and subject to the limitations of the Company’s standard
practices and policies and Executive’s presentation of such documents and
records as Company shall require to substantiate such expenses. Executive shall
be entitled to the same vacation benefits as are generally available to other
senior executives of the Company, but in no event less than three (3) weeks
during each one-year period during the Service Period.


 


7.             Incentive Equity. Parent shall grant to Executive an
option (the “Option Grant”), as of the
Appointment Date, to purchase 100,000 shares of Parent’s Class A Common
Stock, par value $0.01 per share pursuant to the terms and subject to the
conditions of the LIN TV Corp. Amended and Restated 2002 Stock Plan (the “Option Plan”) and as further evidenced by that certain
Nonqualified Stock Option Letter Agreement, dated on or about the date hereof,
by and between Parent and Executive (the “Option Agreement”).
The Option Grant shall be on the terms and conditions of the Option Plan and
the Option Agreement; provided, however, that
(a) for purposes of the Option Grant, and notwithstanding anything to the
contrary contained in the Option Agreement, the term “Cause” shall have the
meaning ascribed to such term in this Agreement; and (b) in the event of a
Change in Control (as hereinafter defined in Section 24) (and
notwithstanding the definition of such term in the Option Agreement) the
vesting of the Option Grant shall accelerate and shall be deemed fully vested
as of such Change in Control. For the avoidance of doubt, the vesting of the
Option Grant shall not accelerate in the event of any termination of this Agreement,
including upon a termination Without Cause or with Good Reason; provided, however, that if Executive is able to demonstrate
that (i) he was terminated by the LIN Companies Without Cause in
anticipation of a Change in Control and (ii) such anticipated Change in
Control occurs, then Executive will be deemed for purposes of the Option Grant,
to have remained employed through the consummation of the Change in Control,
and the vesting of the Option Grant shall accelerate as described in the
preceding sentence.


 


8.             Termination. This Agreement and the employment of
Executive hereunder may be terminated as follows:


 


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(a)  By the LIN Companies for “Cause.” 
Subject to such other terms of this Agreement, the LIN
Companies may terminate this Agreement and the employment of Executive
hereunder for “Cause” by action of the Board of
Parent if the Executive:


 


(i)            has been convicted of,
or entered a pleading of guilty or nolo contendre (or
its equivalent in the applicable jurisdiction) to any criminal offense (whether
or not in connection with the performance by Executive of his obligations and
duties under this Agreement), excluding offenses under road traffic laws, or
misdemeanor offenses, that are subject only to a fine or non-custodial penalty;


 


(ii)           has committed an act or
omission involving dishonesty or fraud;


 


(iii)          has willfully refused or
willfully failed to perform his obligations and duties under this Agreement or
the duties properly assigned to him in accordance with the terms and conditions
of this Agreement, and Executive has the physical capacity to perform such
obligations or duties; or


 


(iv)          has engaged in gross
negligence or willful misconduct with respect to any of the LIN Companies or
any of their affiliates or subsidiaries.


 


(b)  By the LIN Companies “Without Cause.”  The LIN Companies may terminate this
Agreement and the employment of Executive hereunder at any time, in Parent’s
sole discretion, for any reason whatsoever or for no reason, which termination
shall constitute a termination “Without Cause.”


 


(c)  By Executive for Good Reason. Executive may terminate this
Agreement and his employment hereunder in the event of any of the following
(each of which shall constitute “Good Reason”)
and the LIN Companies shall have failed to have reasonably remedied such
condition within thirty (30) days following written notice from Executive
setting forth in reasonable detail the condition giving rise to such Good
Reason:


 


(i)            either of the LIN
Companies fails to perform its respective obligations or breaches any of its
covenants or warranties under this Agreement;


 


(ii)           the relocation of
Executive’s primary office to a location that is more than thirty-five (35)
miles from both of (A) the Company’s headquarters in Rhode Island, unless
such office is moved closer to Executive’s primary residence at the time of
such relocation, and (B) Executive’s residence at the time of such
relocation; or


 


(iii)          the Board of Parent or
the board of directors of the Company approves, without Executive’s consent or
for reasons other than those set forth in Section 8(a), (A) a
reduction in Executive’s Base Salary or the Performance Bonus Amount, or (B) the
assignment to Executive of any duties inconsistent in any material respect with,
or effect a material diminution of, Executive’s duties, titles, offices, or
responsibilities (including direct-reporting responsibilities) with the Parent
or the Company, or any demotion of Executive from, or any failure to reelect or
reappoint Executive to any of such positions (except in connection with the
termination of Executive’s employment for disability or Cause or as a result of



 


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Executive’s death); provided,
however, that with respect to the foregoing clause (B) if
subsequent to a Change in Control (as hereinafter defined in Section 24),
Executive maintains over the business of the Company substantially the same
authority and responsibility with respect thereto that he held prior to such
Change in Control, the requirement that the Executive report to officers or the
board of parent companies, or a change in the title of Executive, shall not of
itself constitute “Good Reason.”


 


(d)  By Executive Without Good Reason. Executive may terminate
this Agreement and his employment hereunder at any time, for any reason, upon
giving to the LIN Companies thirty (30) days’ written notice of termination of
this Agreement and Executive’s employment hereunder pursuant to this Section 8(d) (“Notice of Resignation”), during which notice period
Executive’s employment and performance of services will continue; provided, however, that Parent may, upon notice to Executive
and without reducing Executive’s compensation during such period, excuse
Executive from any or all of his duties during such period. The effective date
of the termination of Executive’s employment hereunder shall be the date
specified in the Notice of Resignation delivered in accordance with this Section 8(d).


 


(e)  Automatic Termination Upon Death or Disability. This
Agreement and Executive’s employment hereunder shall terminate automatically
upon the death or “total disability” of Executive. The term “total disability” as used herein shall mean Executive’s
inability, with or without reasonable accommodations, to perform the duties of
Executive contemplated by Section 3 hereof for a period of, or periods
aggregating, six (6) months in any twelve (12) month period as a result of
physical or mental illness, loss of legal capacity or any other cause beyond
Executive’s control, unless Executive is granted a leave of absence by the
Board of Parent. All determinations as to whether Executive has suffered total
disability due to physical or mental illness, loss of capacity or any other
medical cause shall be made by a physician who is mutually agreed upon by
Executive and a majority of the members of the Nominating and Corporate
Governance Committee of the Board of Parent. Executive and the LIN Companies
hereby acknowledge that Executive’s ability to perform the duties set forth in Section 3
hereof is of the essence of this Agreement. Termination under this Section 8(e) shall
be deemed to be effective (i) as of the time of Executive’s death or (ii) immediately
upon determination of Executive’s total disability, as defined above, by a
physician mutually agreeable to Executive and the Board of Parent.


 


9.             Severance for Termination Without
Cause or Resignation With Good Reason.


 


(a)  Subject to the
terms and conditions of this Section 9 set forth below, solely in the
event that this Agreement and Executive’s employment hereunder is terminated (y) by
the LIN Companies Without Cause pursuant to the terms and subject to the
conditions of Section 8(b) hereof; or (z) by Executive with Good
Reason pursuant to the terms and subject to the conditions of Section 8(c) hereof,
then:


 


(i)            The Company shall pay
to Executive a severance payment (the “Severance Payment”)
in an amount equal to the sum of (A) Executive’s Base Salary in effect at
the time of such termination and (B) the aggregate amount, if any, of the
Performance Bonus most recently awarded to Executive pursuant to Section 5(b) prior
to such termination; 


 


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provided, however, that if such
termination occurs prior to the award of Executive’s initial Performance Bonus
under this Agreement (or the determination that no such award shall be made),
the payment under this clause (B) shall be the maximum applicable
Performance Bonus that would otherwise be due had Executive remained employed
with the Company. The Severance Payment shall be due and payable in twenty six
(26) substantially equal bi-weekly payments following such termination; provided, however, that the payment of the portion of the
Severance Payment comprised of any Performance Bonus based upon the
determination of the achievement of certain results may be deferred as
necessary until the Company has made the necessary determinations.


 


(ii)           In addition, during the
twelve-month period following a termination giving rise to the Severance
Payment, the Company shall continue to pay the employer’s normal portion of the
costs of Executive’s health and dental insurance premiums in an amount
consistent with that paid on the date of termination, provided that Executive
chooses to participate in COBRA or a similar health insurance continuation
program and provides the Company with proof of such participation. If Executive
chooses to receive COBRA coverage from the Company’s group health plans during
this twelve-month period, such coverage shall count toward the maximum coverage
period permitted under such plan.


 


(b)  The payment of
the Severance Payment and the provision of the benefits described in this Section 9
are expressly contingent on Executive’s execution of a standard severance and
release agreement containing only a release of any and all claims by him
against the LIN Companies and all predecessors, successors, affiliates and
subsidiaries thereof, except for claims relating to (i) the Severance
Payment and other post-employment payments and benefits due pursuant to the
terms and subject to the conditions of this Agreement; (ii) claims for
benefits under the employee benefit plans of the LIN Companies in which
Executive participates, and (iii) claims for indemnification or insurance,
if applicable, arising following his employment. Notwithstanding anything to
the contrary contained herein, Employer retains the right to terminate the
initiation or continuation of the Severance Payment and other benefits
described in this Section 9 and to recover from Executive any and all
amounts previously paid (as well as to pursue any other remedies available at
law or in equity) if it discovers that Executive engaged in any fraud, theft,
embezzlement, serious or substantial misconduct materially injuring the LIN
Companies’ reputation, or gross negligence while employed by the Company or if
Executive materially breaches this Agreement, including any breach by Executive
of his obligations and covenants under Sections 10, 11, or 12 hereof.


 


(c)  Subject to such
adjustments as may be necessary in accordance with the proviso set forth in the
last sentence of Section 9(a)(i), all payments made under this Section 9
shall be made to Executive at the same interval as payments of salary were made
to Executive immediately prior to termination. Notwithstanding the foregoing or
anything to the contrary contained herein, if the Company determines that
Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code (as hereinafter defined), or any successor thereto or as such may be
amended hereafter (“Section 409A”),
then to the extent necessary to satisfy the requirements of Section 409A,
any portion of the severance compensation under this Section 9 that shall
constitute deferred compensation within the meaning of Section 409A shall
not be due and payable to Executive until the date that is six (6) months
after the date of termination, if necessary to avoid tax penalties under Section 409A.
In the event of such delay in 


 


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payment, on the day following the expiration of such six month period
Executive shall be paid the delayed portion of the severance compensation plus
interest for the period of such delay, which interest shall be calculated at a
rate equal to the interest rate then earned by the LIN Companies’ excess cash
balances on bank deposit.


 


(d)  Except as
expressly provided in paragraph (a) above, upon the termination of this
Agreement and Executive’s employment hereunder (including for Cause or without
Good Reason, or upon death or total disability pursuant, respectively, to
Sections 8(a), 8(d) and 8(e)), Executive shall not be entitled to any
payments hereunder, other than for Accrued Obligations, which the Company shall
pay to Executive in a lump sum immediately following such termination. For
purposes of this Agreement, “Accrued Obligations”
shall mean the sum of (i) any portion of Executive’s accrued but unpaid
Base Salary through the date of death or termination of employment, as the case
may be; (ii) any accrued but unpaid vacation or expense reimbursements; (iii) any
then declared but unpaid Performance Bonus, as applicable, with respect to the
fiscal year preceding the fiscal year in which the termination occurs; (iv) any
(A) Performance Bonus for the fiscal year in which the termination occurs,
as applicable, pro rated for service through the date of termination (and, if
not determined as of the date of termination, such payment, if any, to be due
and payable reasonably following the determination of such amounts) or (B) Performance
Bonus earned for that year if termination occurs at the end of the year but
prior to payment; provided, however, Executive
shall receive no payment under (A) or (B) upon a termination by the
LIN Companies for Cause; and (v) any compensation previously earned but
deferred by Executive (together with interest, to the extent and in the manner
applicable pursuant to terms and subject to the conditions of Section 9(c))
prior to the date of termination that has not yet been paid.


 


10.          Non-Disclosure.


 


(a)  Executive
acknowledges that during the period of his employment with the Company during
the Service Period he will have, access to trade secrets and other confidential
or proprietary information of the LIN Companies and their respective affiliates
and subsidiaries (“Confidential Information”).
Executive acknowledges that as used herein, Confidential Information includes,
but is not limited to, all methods, processes, techniques, practices, pricing
information, billing histories, customer lists or requirements, employee lists,
salary information, personnel matters, financial data, operating results,
plans, contractual relationships, projections for new business opportunities
for new or developing businesses, research, reports, and technological
innovations in any stage of development. Confidential Information also
includes, but is not limited to, all notes, records, software, drawings,
handbooks, manuals, policies, contracts, memoranda, sales files, or any other
documents generated or compiled by any employee of the LIN Companies or any of
its respective affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any
data or information that has been voluntarily disclosed to the public or the
LIN Companies’ respective competitors by either of the LIN Companies (except
where such public disclosure has been made by Executive or another without
authorization) or that has been independently developed and disclosed by
others, or that otherwise enters the public domain through lawful means.


 


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(b)  Executive agrees
that, both during the Service Period and after the termination of his
employment hereunder for any reason, he will use his reasonable best efforts
and utmost diligence to preserve, protect, and prevent the disclosure of such
Confidential Information, and that he will not, either directly or indirectly,
use, misappropriate, disclose or aid any other person in disclosing such
Confidential Information, unless done so on behalf of the LIN Companies or to
the extent required by law.


 


(c)  All Confidential
Information is, and shall remain, the exclusive property of the LIN Companies,
and Executive hereby covenants and agrees that he shall promptly return all
such information to the LIN Companies upon termination of this Agreement or at
any other time when requested by the LIN Companies.


 


11.          Non-Competition.


 


(a)  During the
Service Period and for one (1) year after the termination of this
Agreement for any reason, whether with or Without Cause or whether upon
resignation with or without Good Reason, Executive shall not Compete (as
hereinafter defined) with any material business then conducted by the LIN
Companies or their respective affiliates or subsidiaries (collectively, “LIN”) without the prior written consent of the LIN
Companies; except that, notwithstanding this Section 11, Executive may
perform any duties on behalf of the LIN Companies as the Board of Parent shall
approve and direct. For purposes of this Agreement, the term “Compete” shall mean engaging in a business as a more than
five percent (5%) stockholder or other holder of a five percent (5%) or greater
equity interest of any Person (as hereinafter defined in Section 24)
(whether direct or indirect, including the right to acquire such percentage
equity interest), as an employee, a partner, an agent, a consultant, or any
other individual representative capacity of, to or for any Person, as an
officer of any Person, or a member of the board of directors, board of
managers, or other managing body of such Person (unless Executive’s duties,
responsibilities, and activities, including supervisory activities, for or on
behalf of such Person or in such business are not related in any way to such “competitive”
activity) if it involves:


 


(i)            owning or Managing (as
defined below in Section 24) one or more local television stations in any
designated market area in which the Company or any direct or indirect subsidiary
thereof (a “Subsidiary”) owns or Manages, one
or more local television stations (the “Restricted Markets”);
or


 


(ii)           rendering services or
advice pertaining to the business or operation of television stations in a
Restricted Market, or on behalf of, any Person which is in competition with the
Company or any of its affiliates or subsidiaries.


 


(b)  Upon and subject
to reasonable notice and information being provided to the LIN Companies by
Executive prior to Executive’s entering into a position or association which
may cause Executive to engage in activities in breach of paragraph (a) above,
Parent will conduct a timely review of such proposed position or association
and notify Executive in writing regarding Parent’s view as to whether Executive
will thereby breach the terms and conditions of paragraph (a) above.


 


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12.          Non-Solicitation. Executive agrees that, during the
twelve (12) month period immediately following termination of this Agreement,
for whatever reason, with or without Cause or whether by resignation with or
without Good Reason, Executive shall not directly or indirectly solicit,
influence or entice, or attempt to solicit, influence or entice, or hire any
executive, employee, or consultant of LIN to cease his relationship with LIN or
solicit, influence, entice or in any way divert any customer, distributor,
partner, joint venturer or supplier of LIN to terminate such person’s
relationship with LIN, in order to be employed by or do business with a Person
that Competes with the LIN Companies or with any other entity that derives
benefit from the production, marketing, broadcasting or other distribution or
syndication of products, services, programs or other content that compete with
products then produced or services, programs or other content then being
provided, marketed, broadcast, distributed or syndicated by LIN or the
feasibility for production of which LIN is then actually studying or is
preparing to market or is developing; provided, however,
that this Section 12 shall apply only within the geographic area set forth
in Schedule 12 hereto.


 


13.          Acknowledgment of Restrictive Covenants. Executive acknowledges that the
covenants specified in Sections 10, 11, 12, and 15 hereof (collectively, the “Protective Provisions”) contain reasonable limitations as to
time, geographic area, and scope of activities to be restricted and that such
promises do not impose a greater restraint on Executive than is necessary to
protect the goodwill, Confidential Information, trade secrets, customer and
employee relations, and other legitimate business interests of the LIN
Companies. Executive also acknowledges and agrees that any violation of the
covenants set forth in the Protective Provisions would bestow an unfair competitive
advantage upon any Person, which might benefit from such violation, and would
necessarily result in substantial and irreparable damage and loss to the LIN
Companies.


 


14.          No Inconsistent Obligation. In order to induce the LIN
Companies to enter into this Agreement, Executive represents and warrants to
each of the LIN Companies that neither the execution nor the performance of
this Agreement by Executive will violate or conflict in any way with any other
agreement to which Executive may be bound, or with any other duties imposed
upon Executive by corporate or other statutory or common law.


 


15.          Intellectual Property. Executive and the LIN Companies
hereby covenant and agree that all intellectual property of any kind, whether
now or later created, developed or produced, developed by Executive, whether
directly or indirectly, in connection with services rendered by Executive for
or on behalf of the LIN Companies, or from the use of premises or property
owned, leased, licensed or contracted for by the LIN Companies, both prior to
and subsequent to the date of this Agreement, or otherwise developed by
Executive during the Service Period which is in any way related to the Company’s
business, as conducted or proposed to be conducted, shall be the property of
the Company. Executive hereby assigns to the Company any and all rights and
interests he now has or may hereafter acquire in and to such intellectual
property.


 


16.          Notice. For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given (a) on the date of delivery when
delivered by hand, (b) on the date of transmission when sent by facsimile
transmission during normal business hours with telephone 


 


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confirmation of receipt, (c) one day after dispatch when sent by
reputable overnight courier maintaining records of receipt, or (d) three
days after dispatch when sent by registered or certified mail, postage prepaid,
return receipt requested, all addressed as set forth on Schedule 16 attached
hereto or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


17.          Injunctive Relief; Cumulative Rights. The parties agree
that, without limitation of the rights of the LIN Companies with respect to any
other breach of this Agreement, the harm to each of the LIN Companies arising
from any breach by Executive of the Protective Provisions could not adequately
be compensated for by monetary damages, and accordingly each of the LIN
Companies shall, in addition to any other remedies available to it at law or in
equity, be entitled to seek and, if so ordered by a court of competent
jurisdiction, obtain, preliminary and permanent injunctive relief against such
breach. Executive agrees that the various provisions of this Agreement shall be
construed as cumulative, and no one of them is exclusive of the other, or
exclusive of any rights allowed by law.


 


18.          Withholding. Anything in this Agreement to the contrary
notwithstanding, all payments required to be made by the Company hereunder to
Executive shall be subject to the withholding of such amounts relating to taxes
as the Company may reasonably determine it is legally required to withhold
pursuant to any applicable law or regulation. In lieu of withholding such
amounts, in whole or in part, the Company may, in its sole discretion, accept
other provisions for payment of taxes and withholdings as required by law,
provided it is satisfied that all requirements of law affecting its
responsibilities to withhold have been satisfied.


 


19.          No Waiver. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Executive and such officer or director as may be
specifically designated by the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
any similar or dissimilar provision or condition at the same or at any prior or
subsequent time. Except where the context otherwise requires, wherever used the
singular shall include the plural, the plural the singular, the use of any
gender shall be applicable to all genders and the word “or” is used in the
inclusive sense.


 


20.          Severability. If any covenant or provision hereof is
determined to be void or unenforceable in whole or in part, it shall not be
deemed to affect or impair the invalidity of any other covenant or provision,
each of which is hereby declared to be separate and distinct. If any provision
of this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable. If any provision of this
Agreement is declared invalid or unenforceable for any reason other than
overbreadth, the offending provision will be modified so as to maintain the
essential benefits of the bargain among the parties hereto to the maximum
extent possible, consistent with law and public policy.


 


21.          Amendment. No amendment, modification, waiver,
termination or discharge of any provision of this Agreement, or consent to any
departure therefrom by either party hereto, shall in any event be effective
unless the same shall be in writing, specifically


 


10
















 


identifying this Agreement and the provision intended to be amended,
modified, waived, terminated or discharged and signed by each of the LIN
Companies and Executive, and each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which it is given. No provision of this Agreement
shall be varied, contradicted or explained by any oral agreement, course of
dealing or performance or any other matter not set forth in an agreement in
writing and signed by each of the LIN Companies and Executive.


 


22.          Choice of Law and Forum. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Rhode Island. Employee
hereby (a) submits to personal jurisdiction in the State of Rhode Island
for any action arising out of or in connection with this Agreement; (b) waives
any and all personal rights under the laws of any state to object to
jurisdiction within the State of Rhode Island; and (c) agrees that for any
cause of action arising out of or in connection with this Agreement, venue is
solely proper in any state or federal court within Rhode Island.


 


23.          Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


24.          Certain Definitions. The
capitalized terms contained and used in this Agreement which are defined below
shall have the respective meanings ascribed to them as follows:


 


(a)           “Change in Control”
shall mean the occurrence of any of the following events:


 


(i)            any sale, lease,
exchange, or other transfer (in one transaction or series of related
transactions) of all or substantially all of the assets of Parent to any Person
or group of related Persons for purposes of Section 13(d) of the
Exchange Act, other than one or more members of the Shareholder Group;


 


(ii)           a majority of the Board
of Parent shall consist of Persons who are not Continuing Directors;


 


(iii)          the acquisition by any
Person or Group (other than (A) one or more members of the Shareholder
Group or (B) with respect to a transferee of shares of Class C Common
Stock, par value $0.01 per share, of Parent, (1) one or more members of
the Shareholder Group or (2) any Person approved by an affirmative vote of
no less than two-thirds of the disinterested members of the Board of Parent) of
the power, directly or indirectly, to vote or direct the voting of securities
having more than 50% of the ordinary voting power for the election of directors
of Parent;


 


(iv)          the acquisition by any
Person or Group of shares of the capital stock of Parent representing in the
aggregate more than 40% of the issued and 


 


11

















 


outstanding shares of such capital stock and, as of
the time of such acquisition, no other Person or Group holds, in the aggregate,
a greater number of such shares of capital stock;


 


(v)           any sale, lease,
exchange, or other transfer (in one transaction or series of related
transactions) of all or substantially all of the assets of the Company to any
Person or group of related Persons for purposes of Section 13(d) of
the Exchange Act, other than to (A) a wholly-owned subsidiary of Parent or
the Company or (B) one or more members of the Shareholder Group; or


 


(vi)          Parent shall cease,
whether directly or indirectly through one or more wholly-owned subsidiaries,
to have the power to vote or direct the voting of securities having more than
50% of the ordinary voting power for the election of directors of the Company.


 


(b)           “Code” shall mean the Internal
Revenue Code of 1986, as amended, and the regulations or other guidelines of
general applicability promulgated thereunder.


 


(c)           “Continuing Directors”
shall mean any Person who (i) was a member of the Board of Parent on the
Appointment Date, (ii) is thereafter nominated for election or elected to
the Board of Parent with the affirmative vote of a majority of the Continuing
Directors who are members of such Board of Parent at the time of such
nomination or election, or (iii) is a member  of the Board of Parent and also a member of
the Shareholder Group.


 


(d)           “Group” means any group of related Persons for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended.


 


(e)           “Manage” (or “Managing”) means with respect to the business
or operation of a television station, (i) the provision of management
services, (ii) the right to program, or select a substantial portion of
the programming of, such station, including through a local marketing
agreement, time brokerage agreement, joint sales agreement, shared services
agreement, or other similar agreements (collectively, a “Services
Agreement”), or (iii) the sale of, or the right to sell, the
advertising of such station through a Services Agreement.


 


(f)            “Person” shall mean an individual, a corporation, limited
liability company, a partnership, an association, a trust or any other entity
or organization, including any other form of business entity or any government
or political subdivision or an agency or instrumentality thereof.


 


(g)           “Shareholder Group”
shall mean HM Capital Partners, LLC, and any Person controlling, controlled by
or under common control with it.


 


25.          Interpretation. The headings in this Agreement are
inserted for convenience only and shall not constitute a part hereof. Except
where the context requires otherwise, whenever used in this Agreement, the
singular includes the plural, the plural includes the singular, the use of any
gender is applicable to all genders and the word “or” has the inclusive meaning
represented by the phrase “and/or.”  The
words “include” and “including” and variations thereof, shall not be deemed to
be terms of limitation, but rather shall be deemed to be followed by the words “without
limitation.”  A reference in this
Agreement to a Section, 


 


12

















 


Paragraph, Exhibit or Schedule is to the referenced Section,
Paragraph, Exhibit or Schedule of this Agreement. The wording of this
Agreement shall be deemed to be the wording mutually chosen by the parties and
no rule of strict construction shall be applied against any party. Unless
expressly provided otherwise, all dollar figures in this Agreement are in the
currency of the United States of America.


 


26.          Survival. The
expiration or termination of this Agreement shall not relieve any party of any
obligations that may have accrued hereunder prior to such expiration or
termination. The provisions of Sections 9, 10, 11, 12, 13, 15, 16, 17, 18, 19,
and 20 shall survive the expiration or termination of this Agreement except as
otherwise specifically provided in such Sections.


 


27.          Assignment. The
terms and provisions of this Agreement shall inure to the benefit of and be
binding upon the LIN Companies and each of its respective successors and
assigns. Notwithstanding the foregoing or anything to the contrary contained
herein, this Agreement may not be assigned by the LIN Companies without
Executive’s prior written consent unless the LIN Companies retain joint and
several liability with any of the LIN Companies’ assignee for the financial
obligations under this Agreement. This Agreement may not be assigned, in whole
or in part, by Executive without the written consent of each of the LIN
Companies.


 


28.          Indemnification. At all times during and after the
Service Period the LIN Companies shall indemnify Executive pursuant to the
terms and subject to the conditions of the certificate of incorporation and
bylaws, respectively, of each of the LIN Companies, as such are in effect as of
the Appointment Date. Executive shall have the benefit of continuing directors’
and officers’ insurance coverage at levels no less favorable than those in
effect from time to time for members of the Board of Parent and the board of
directors of the Company and other members of the LIN Companies’ senior
management.


 


29.          Relocation Matters. The Company shall reimburse
Executive for all reasonable temporary housing expenses incurred by Executive
prior to his taking occupancy of permanent housing facilities for a period not
to exceed nine (9) months from the Appointment Date. The Company shall
reimburse Executive for all reasonable and customary moving expenses incurred
by Executive in connection with his relocation to the Providence, Rhode Island
area as contemplated by this Agreement. The Company shall also reimburse
Executive for all reasonable and customary closing costs incurred by Executive
in connection with the sale of his New Jersey residence and the purchase of his
Rhode Island residence. The reimbursement contemplated hereby shall be made by
the Company reasonably promptly following submission by Executive of reasonable
documentation of such expenses.


 


30.          Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument. Each party hereto
will receive by delivery or by facsimile or other electronic transmission a
duplicate original of the Agreement executed by each party, and each party
agrees that the delivery of the Agreement by facsimile or other electronic
transmission will be deemed to be an original of the Agreement so transmitted.


 


13

















 


31.          Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein.


 


[The remainder of this page is
intentionally blank; signature page follows.]


 


14

















 


IN WITNESS WHEREOF, the parties
have executed this Agreement on the date first above written.


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ RICHARD J. SCHMAELING

  
	
   

  	
  RICHARD J. SCHMAELING

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIN TV CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent
  Sadusky 

  
	
   

  	
   

  	
  Vincent Sadusky 

  
	
   

  	
   

  	
  President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LIN TELEVISION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent
  Sadusky

  
	
   

  	
   

  	
  Vincent Sadusky

  
	
   

  	
   

  	
  President and
  CEO

  
				



 


[Signature Page to Employment
Agreement]


 

















 


Schedule 12


 


Geographic Scope of Non-Solicitation


 


The geographic scope to
which Section 12 shall apply shall be defined as all markets in the United
States of America.


 

















 


Schedule 16


 


Notices


 


	
  If to Executive:

  	
  To the address as shall
  most currently appear on the records of the Company

  
	
   

  	
   

  
	
  If to the LIN Companies:

  	
  LIN Television Corporation

  
	
   

  	
  4 Richmond Square,
  Suite 200

  
	
   

  	
  Providence, RI 02906

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Fax: (401) 454-2817

  



 

















 


Exhibit 5(b)


 


Budget-Based Objectives


 

















 


Schmaeling Bonus Matrix for 2009


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Annual Bonus

  	
   

  	
  150,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percentage of Annual

  	
   

  	
  75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Annual Bonus at 100% achievement

  	
   

  	
  112,500

  	
   

  



 


Percentage:



 


	
   

  	
   

  	
  Revenue

  	
   

  
	
   

  	
   

  	
  94.0%

  	
   

  	
  95.0%

  	
   

  	
  96.0%

  	
   

  	
  97.0%

  	
   

  	
  98.0%

  	
   

  	
  99.0%

  	
   

  	
  100.0%

  	
   

  	
  101.0%

  	
   

  	
  102.0%

  	
   

  	
  103.0%

  	
   

  	
  104.0%

  	
   

  	
  105.0%

  	
   

  
	
  EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  89.0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  90.0

  	
  %

  	
  0

  	
  %

  	
  25.0

  	
  %

  	
  30.0

  	
  %

  	
  35.0

  	
  %

  	
  40.0

  	
  %

  	
  45.0

  	
  %

  	
  50.0

  	
  %

  	
  55.0

  	
  %

  	
  60.0

  	
  %

  	
  65.0

  	
  %

  	
  70.0

  	
  %

  	
  75.0

  	
  %

  
	
  91.0

  	
  %

  	
  0

  	
  %

  	
  28.8

  	
  %

  	
  34.0

  	
  %

  	
  39.3

  	
  %

  	
  44.5

  	
  %

  	
  49.8

  	
  %

  	
  55.0

  	
  %

  	
  60.3

  	
  %

  	
  65.5

  	
  %

  	
  70.8

  	
  %

  	
  76.0

  	
  %

  	
  81.3

  	
  %

  
	
  92.0

  	
  %

  	
  0

  	
  %

  	
  32.5

  	
  %

  	
  38.0

  	
  %

  	
  43.5

  	
  %

  	
  49.0

  	
  %

  	
  54.5

  	
  %

  	
  60.0

  	
  %

  	
  65.5

  	
  %

  	
  71.0

  	
  %

  	
  76.5

  	
  %

  	
  82.0

  	
  %

  	
  87.5

  	
  %

  
	
  93.0

  	
  %

  	
  0

  	
  %

  	
  36.3

  	
  %

  	
  42.0

  	
  %

  	
  47.8

  	
  %

  	
  53.5

  	
  %

  	
  59.3

  	
  %

  	
  65.0

  	
  %

  	
  70.8

  	
  %

  	
  76.5

  	
  %

  	
  82.3

  	
  %

  	
  88.0

  	
  %

  	
  93.8

  	
  %

  
	
  94.0

  	
  %

  	
  0

  	
  %

  	
  40.0

  	
  %

  	
  46.0

  	
  %

  	
  52.0

  	
  %

  	
  58.0

  	
  %

  	
  64.0

  	
  %

  	
  70.0

  	
  %

  	
  76.0

  	
  %

  	
  82.0

  	
  %

  	
  88.0

  	
  %

  	
  94.0

  	
  %

  	
  100.0

  	
  %

  
	
  95.0

  	
  %

  	
  0

  	
  %

  	
  43.8

  	
  %

  	
  50.0

  	
  %

  	
  56.3

  	
  %

  	
  62.5

  	
  %

  	
  68.8

  	
  %

  	
  75.0

  	
  %

  	
  81.3

  	
  %

  	
  87.5

  	
  %

  	
  93.8

  	
  %

  	
  100.0

  	
  %

  	
  106.3

  	
  %

  
	
  96.0

  	
  %

  	
  0

  	
  %

  	
  47.5

  	
  %

  	
  54.0

  	
  %

  	
  60.5

  	
  %

  	
  67.0

  	
  %

  	
  73.5

  	
  %

  	
  80.0

  	
  %

  	
  86.5

  	
  %

  	
  93.0

  	
  %

  	
  99.5

  	
  %

  	
  106.0

  	
  %

  	
  112.5

  	
  %

  
	
  97.0

  	
  %

  	
  0

  	
  %

  	
  51.3

  	
  %

  	
  58.0

  	
  %

  	
  64.8

  	
  %

  	
  71.5

  	
  %

  	
  78.3

  	
  %

  	
  85.0

  	
  %

  	
  91.8

  	
  %

  	
  98.5

  	
  %

  	
  105.3

  	
  %

  	
  112.0

  	
  %

  	
  118.8

  	
  %

  
	
  98.0

  	
  %

  	
  0

  	
  %

  	
  55.0

  	
  %

  	
  62.0

  	
  %

  	
  69.0

  	
  %

  	
  76.0

  	
  %

  	
  83.0

  	
  %

  	
  90.0

  	
  %

  	
  97.0

  	
  %

  	
  104.0

  	
  %

  	
  111.0

  	
  %

  	
  118.0

  	
  %

  	
  125.0

  	
  %

  
	
  99.0

  	
  %

  	
  0

  	
  %

  	
  58.8

  	
  %

  	
  66.0

  	
  %

  	
  73.3

  	
  %

  	
  80.5

  	
  %

  	
  87.8

  	
  %

  	
  95.0

  	
  %

  	
  102.3

  	
  %

  	
  109.5

  	
  %

  	
  116.8

  	
  %

  	
  124.0

  	
  %

  	
  131.3

  	
  %

  
	
  100.0

  	
  %

  	
  0

  	
  %

  	
  62.5

  	
  %

  	
  70.0

  	
  %

  	
  77.5

  	
  %

  	
  85.0

  	
  %

  	
  92.5

  	
  %

  	
  100.0

  	
  %

  	
  107.5

  	
  %

  	
  115.0

  	
  %

  	
  122.5

  	
  %

  	
  130.0

  	
  %

  	
  137.5

  	
  %

  
	
  101.0

  	
  %

  	
  0

  	
  %

  	
  66.3

  	
  %

  	
  74.0

  	
  %

  	
  81.8

  	
  %

  	
  89.5

  	
  %

  	
  97.3

  	
  %

  	
  105.0

  	
  %

  	
  112.8

  	
  %

  	
  120.5

  	
  %

  	
  128.3

  	
  %

  	
  136.0

  	
  %

  	
  143.8

  	
  %

  
	
  102.0

  	
  %

  	
  0

  	
  %

  	
  70.0

  	
  %

  	
  78.0

  	
  %

  	
  86.0

  	
  %

  	
  94.0

  	
  %

  	
  102.0

  	
  %

  	
  110.0

  	
  %

  	
  118.0

  	
  %

  	
  126.0

  	
  %

  	
  134.0

  	
  %

  	
  142.0

  	
  %

  	
  150.0

  	
  %

  
	
  103.0

  	
  %

  	
  0

  	
  %

  	
  73.8

  	
  %

  	
  82.0

  	
  %

  	
  90.3

  	
  %

  	
  98.5

  	
  %

  	
  106.8

  	
  %

  	
  115.0

  	
  %

  	
  123.3

  	
  %

  	
  131.5

  	
  %

  	
  139.8

  	
  %

  	
  148.0

  	
  %

  	
  156.3

  	
  %

  
	
  104.0

  	
  %

  	
  0

  	
  %

  	
  77.5

  	
  %

  	
  86.0

  	
  %

  	
  94.5

  	
  %

  	
  103.0

  	
  %

  	
  111.5

  	
  %

  	
  120.0

  	
  %

  	
  128.5

  	
  %

  	
  137.0

  	
  %

  	
  145.5

  	
  %

  	
  154.0

  	
  %

  	
  162.5

  	
  %

  
	
  105.0

  	
  %

  	
  0

  	
  %

  	
  81.3

  	
  %

  	
  90.0

  	
  %

  	
  98.8

  	
  %

  	
  107.5

  	
  %

  	
  116.3

  	
  %

  	
  125.0

  	
  %

  	
  133.8

  	
  %

  	
  142.5

  	
  %

  	
  151.3

  	
  %

  	
  160.0

  	
  %

  	
  168.8

  	
  %

  
	
  106.0

  	
  %

  	
  0

  	
  %

  	
  85.0

  	
  %

  	
  94.0

  	
  %

  	
  103.0

  	
  %

  	
  112.0

  	
  %

  	
  121.0

  	
  %

  	
  130.0

  	
  %

  	
  139.0

  	
  %

  	
  148.0

  	
  %

  	
  157.0

  	
  %

  	
  166.0

  	
  %

  	
  175.0

  	
  %

  
	
  107.0

  	
  %

  	
  0

  	
  %

  	
  88.8

  	
  %

  	
  98.0

  	
  %

  	
  107.3

  	
  %

  	
  116.5

  	
  %

  	
  125.8

  	
  %

  	
  135.0

  	
  %

  	
  144.3

  	
  %

  	
  153.5

  	
  %

  	
  162.8

  	
  %

  	
  172.0

  	
  %

  	
  181.3

  	
  %

  
	
  108.0

  	
  %

  	
  0

  	
  %

  	
  92.5

  	
  %

  	
  102.0

  	
  %

  	
  111.5

  	
  %

  	
  121.0

  	
  %

  	
  130.5

  	
  %

  	
  140.0

  	
  %

  	
  149.5

  	
  %

  	
  159.0

  	
  %

  	
  168.5

  	
  %

  	
  178.0

  	
  %

  	
  187.5

  	
  %

  
	
  109.0

  	
  %

  	
  0

  	
  %

  	
  96.3

  	
  %

  	
  106.0

  	
  %

  	
  115.8

  	
  %

  	
  125.5

  	
  %

  	
  135.3

  	
  %

  	
  145.0

  	
  %

  	
  154.8

  	
  %

  	
  164.5

  	
  %

  	
  174.3

  	
  %

  	
  184.0

  	
  %

  	
  193.8

  	
  %

  
	
  110.0

  	
  %

  	
  0

  	
  %

  	
  100.0

  	
  %

  	
  110.0

  	
  %

  	
  120.0

  	
  %

  	
  130.0

  	
  %

  	
  140.0

  	
  %

  	
  150.0

  	
  %

  	
  160.0

  	
  %

  	
  170.0

  	
  %

  	
  180.0

  	
  %

  	
  190.0

  	
  %

  	
  200.0

  	
  %

  



 


Dollars:


 


	
   

  	
   

  	
  Revenue

  	
   

  
	
   

  	
   

  	
  94.0%

  	
   

  	
  95.0%

  	
   

  	
  96.0%

  	
   

  	
  97.0%

  	
   

  	
  98.0%

  	
   

  	
  99.0%

  	
   

  	
  100.0%

  	
   

  	
  101.0%

  	
   

  	
  102.0%

  	
   

  	
  103.0%

  	
   

  	
  104.0%

  	
   

  	
  105.0%

  	
   

  
	
  EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  89.0

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  90.0

  	
  %

  	
  —

  	
   

  	
  28,125

  	
   

  	
  33,750

  	
   

  	
  39,375

  	
   

  	
  45,000

  	
   

  	
  50,625

  	
   

  	
  56,250

  	
   

  	
  61,875

  	
   

  	
  67,500

  	
   

  	
  73,125

  	
   

  	
  78,750

  	
   

  	
  84,375

  	
   

  
	
  91.0

  	
  %

  	
  —

  	
   

  	
  32,344

  	
   

  	
  38,250

  	
   

  	
  44,156

  	
   

  	
  50,063

  	
   

  	
  55,969

  	
   

  	
  61,875

  	
   

  	
  67,781

  	
   

  	
  73,688

  	
   

  	
  79,594

  	
   

  	
  85,500

  	
   

  	
  91,406

  	
   

  
	
  92.0

  	
  %

  	
  —

  	
   

  	
  36,563

  	
   

  	
  42,750

  	
   

  	
  48,938

  	
   

  	
  55,125

  	
   

  	
  61,313

  	
   

  	
  67,500

  	
   

  	
  73,688

  	
   

  	
  79,875

  	
   

  	
  86,063

  	
   

  	
  92,250

  	
   

  	
  98,438

  	
   

  
	
  93.0

  	
  %

  	
  —

  	
   

  	
  40,781

  	
   

  	
  47,250

  	
   

  	
  53,719

  	
   

  	
  60,188

  	
   

  	
  66,656

  	
   

  	
  73,125

  	
   

  	
  79,594

  	
   

  	
  86,063

  	
   

  	
  92,531

  	
   

  	
  99,000

  	
   

  	
  105,469

  	
   

  
	
  94.0

  	
  %

  	
  —

  	
   

  	
  45,000

  	
   

  	
  51,750

  	
   

  	
  58,500

  	
   

  	
  65,250

  	
   

  	
  72,000

  	
   

  	
  78,750

  	
   

  	
  85,500

  	
   

  	
  92,250

  	
   

  	
  99,000

  	
   

  	
  105,750

  	
   

  	
  112,500

  	
   

  
	
  95.0

  	
  %

  	
  —

  	
   

  	
  49,219

  	
   

  	
  56,250

  	
   

  	
  63,281

  	
   

  	
  70,313

  	
   

  	
  77,344

  	
   

  	
  84,375

  	
   

  	
  91,406

  	
   

  	
  98,438

  	
   

  	
  105,469

  	
   

  	
  112,500

  	
   

  	
  119,531

  	
   

  
	
  96.0

  	
  %

  	
  —

  	
   

  	
  53,438

  	
   

  	
  60,750

  	
   

  	
  68,063

  	
   

  	
  75,375

  	
   

  	
  82,688

  	
   

  	
  90,000

  	
   

  	
  97,313

  	
   

  	
  104,625

  	
   

  	
  111,938

  	
   

  	
  119,250

  	
   

  	
  126,563

  	
   

  
	
  97.0

  	
  %

  	
  —

  	
   

  	
  57,656

  	
   

  	
  65,250

  	
   

  	
  72,844

  	
   

  	
  80,438

  	
   

  	
  88,031

  	
   

  	
  95,625

  	
   

  	
  103,219

  	
   

  	
  110,813

  	
   

  	
  118,406

  	
   

  	
  126,000

  	
   

  	
  133,594

  	
   

  
	
  98.0

  	
  %

  	
  —

  	
   

  	
  61,875

  	
   

  	
  69,750

  	
   

  	
  77,625

  	
   

  	
  85,500

  	
   

  	
  93,375

  	
   

  	
  101,250

  	
   

  	
  109,125

  	
   

  	
  117,000

  	
   

  	
  124,875

  	
   

  	
  132,750

  	
   

  	
  140,625

  	
   

  
	
  99.0

  	
  %

  	
  —

  	
   

  	
  66,094

  	
   

  	
  74,250

  	
   

  	
  82,406

  	
   

  	
  90,563

  	
   

  	
  98,719

  	
   

  	
  106,875

  	
   

  	
  115,031

  	
   

  	
  123,188

  	
   

  	
  131,344

  	
   

  	
  139,500

  	
   

  	
  147,656

  	
   

  
	
  100.0

  	
  %

  	
  —

  	
   

  	
  70,313

  	
   

  	
  78,750

  	
   

  	
  87,188

  	
   

  	
  95,625

  	
   

  	
  104,063

  	
   

  	
  112,500

  	
   

  	
  120,938

  	
   

  	
  129,375

  	
   

  	
  137,813

  	
   

  	
  146,250

  	
   

  	
  154,688

  	
   

  
	
  101.0

  	
  %

  	
  —

  	
   

  	
  74,531

  	
   

  	
  83,250

  	
   

  	
  91,969

  	
   

  	
  100,688

  	
   

  	
  109,406

  	
   

  	
  118,125

  	
   

  	
  126,844

  	
   

  	
  135,563

  	
   

  	
  144,281

  	
   

  	
  153,000

  	
   

  	
  161,719

  	
   

  
	
  102.0

  	
  %

  	
  —

  	
   

  	
  78,750

  	
   

  	
  87,750

  	
   

  	
  96,750

  	
   

  	
  105,750

  	
   

  	
  114,750

  	
   

  	
  123,750

  	
   

  	
  132,750

  	
   

  	
  141,750

  	
   

  	
  150,750

  	
   

  	
  159,750

  	
   

  	
  168,750

  	
   

  
	
  103.0

  	
  %

  	
  —

  	
   

  	
  82,969

  	
   

  	
  92,250

  	
   

  	
  101,531

  	
   

  	
  110,813

  	
   

  	
  120,094

  	
   

  	
  129,375

  	
   

  	
  138,656

  	
   

  	
  147,938

  	
   

  	
  157,219

  	
   

  	
  166,500

  	
   

  	
  175,781

  	
   

  
	
  104.0

  	
  %

  	
  —

  	
   

  	
  87,188

  	
   

  	
  96,750

  	
   

  	
  106,313

  	
   

  	
  115,875

  	
   

  	
  125,438

  	
   

  	
  135,000

  	
   

  	
  144,563

  	
   

  	
  154,125

  	
   

  	
  163,688

  	
   

  	
  173,250

  	
   

  	
  182,813

  	
   

  
	
  105.0

  	
  %

  	
  —

  	
   

  	
  91,406

  	
   

  	
  101,250

  	
   

  	
  111,094

  	
   

  	
  120,938

  	
   

  	
  130,781

  	
   

  	
  140,625

  	
   

  	
  150,469

  	
   

  	
  160,313

  	
   

  	
  170,156

  	
   

  	
  180,000

  	
   

  	
  189,844

  	
   

  
	
  106.0

  	
  %

  	
  —

  	
   

  	
  95,625

  	
   

  	
  105,750

  	
   

  	
  115,875

  	
   

  	
  126,000

  	
   

  	
  136,125

  	
   

  	
  146,250

  	
   

  	
  156,375

  	
   

  	
  166,500

  	
   

  	
  176,625

  	
   

  	
  186,750

  	
   

  	
  196,875

  	
   

  
	
  107.0

  	
  %

  	
  —

  	
   

  	
  99,844

  	
   

  	
  110,250

  	
   

  	
  120,656

  	
   

  	
  131,063

  	
   

  	
  141,469

  	
   

  	
  151,875

  	
   

  	
  162,281

  	
   

  	
  172,688

  	
   

  	
  183,094

  	
   

  	
  193,500

  	
   

  	
  203,906

  	
   

  
	
  108.0

  	
  %

  	
  —

  	
   

  	
  104,063

  	
   

  	
  114,750

  	
   

  	
  125,438

  	
   

  	
  136,125

  	
   

  	
  146,813

  	
   

  	
  157,500

  	
   

  	
  168,188

  	
   

  	
  178,875

  	
   

  	
  189,563

  	
   

  	
  200,250

  	
   

  	
  210,938

  	
   

  
	
  109.0

  	
  %

  	
  —

  	
   

  	
  108,281

  	
   

  	
  119,250

  	
   

  	
  130,219

  	
   

  	
  141,188

  	
   

  	
  152,156

  	
   

  	
  163,125

  	
   

  	
  174,094

  	
   

  	
  185,063

  	
   

  	
  196,031

  	
   

  	
  207,000

  	
   

  	
  217,969

  	
   

  
	
  110.0

  	
  %

  	
  —

  	
   

  	
  112,500

  	
   

  	
  123,750

  	
   

  	
  135,000

  	
   

  	
  146,250

  	
   

  	
  157,500

  	
   

  	
  168,750

  	
   

  	
  180,000

  	
   

  	
  191,250

  	
   

  	
  202,500

  	
   

  	
  213,750

  	
   

  	
  225,000