Exhibit 10.4


 


EMPLOYMENT AGREEMENT


OF


HARRY HAWKS


 
















 


HEARST-ARGYLE TELEVISION, INC.

300 West 57th Street

New York, New York 10019


 


As of January 1,
2008


 


Harry T. Hawks


[ADDRESS ON FILE]


 


Dear Harry:


 


This letter
constitutes all of the terms of the Employment Agreement between you and
Hearst-Argyle Television, Inc. (“Hearst-Argyle”).  It is subject to the approval of the Board of
Directors of Hearst-Argyle.  The terms
are as follows:


 


	
  1.

  	
   

  	
  Legal Name of Employee:

  	
   

  	
  Harry T. Hawks

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Mailing Address of Employee:

  	
   

  	
  [ADDRESS ON FILE]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Title of Position;
  Duties:

  	
   

  	
  Executive Vice
  President & Chief Financial Officer

  



 


You agree to carry
out the duties assigned to you by the senior executives of Hearst-Argyle.  Hearst-Argyle has the right to assign you to
other duties consistent with those of other executives of your level.


 


4.                                       Length of Employment. 
The term of this Agreement will start on January 1, 2008 and
continue through December 31, 2010 (the “Term”).


 


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


 


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


 

















 


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


 


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


 


The salary will be
paid according to Hearst-Argyle’s payroll practices, but not less frequently
than twice a month.  You acknowledge that
you work in a position that is not entitled to overtime pay.


 


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


 


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


 


In determining the
amount of your bonus, the books and records of Hearst-Argyle are absolute and
final and not open to dispute by you. 
Hearst-Argyle will pay any bonus due you by March 31 of the year
following the year for which the bonus is applicable.


 


6.                                       Exclusive Services. 
During the Term, you agree that you will work only for Hearst-Argyle,
and will not render services or give business advice, paid or otherwise, to
anyone else, without getting Hearst-Argyle’s prior written approval.  However, you may participate as a member of
the board of directors of other organizations and in charitable and community
organizations, but only if such activities do not conflict or interfere with
your work for Hearst-Argyle, and if such work is approved in advance by
Hearst-Argyle, which approval will not be unreasonably withheld.  You acknowledge that your services will be
unique, special and original and will be financially and competitively valuable
to Hearst-Argyle, and that your violation of this Paragraph will cause
Hearst-Argyle irreparable harm for which money damages alone would not
adequately compensate Hearst-Argyle. 
Accordingly, you 


 

















 


acknowledge that if you
violate this Paragraph, Hearst-Argyle has the right to apply for and obtain
injunctive relief to stop such violation (without the posting of any bond, and
you hereby waive any bond-posting requirements in connection with injunctive
relief), in addition to any other appropriate rights and remedies it might
lawfully have.


 


7.                                       No Conflict.  You
agree that there is no reason why you cannot make this Agreement with
Hearst-Argyle, including, but not limited to, having a contract, written or
otherwise, with another employer.


 


8.                                       Termination of Employment.


 


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


 


i)                                         Upon
your death; or


 


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


 


iii)                                   Without
cause pursuant to Paragraph 8(b) below.


 


(b)                               This
Agreement may be terminated (i) by Hearst-Argyle or its successor without
cause or (ii) by you within 60 days of a Change in Control (as defined
below) (or


 

















 


notwithstanding Paragraph
8(a)(i), by you or your legal representative within such 60-day period, if you
die while still employed), provided that, in the case of either clauses (i) or
(ii) of this Paragraph 8(b), you or your legal representative execute and
deliver a general release in favor of Hearst-Argyle in the form reasonably
required by Hearst-Argyle, and such release has become irrevocable, and if such
termination occurs, then you (or your estate, in the case of your death) will
receive the payments and benefits under this Agreement for the remainder of the
Term as if no termination had occurred; it being expressly acknowledged and
agreed that, with respect to bonuses, and in lieu of the bonuses contemplated
by the third paragraph of Paragraph 5, you (or your estate, in the case of your
death) shall be entitled to receive (at the times that would have applied
absent termination) (x) any accrued but unpaid bonus, and (y) for any
future unpaid bonuses that otherwise would have been payable during the Term,
bonuses payable at fifty percent (50%) of the maximum potential bonus.  Notwithstanding the foregoing, if you breach
Paragraphs 10 or 11, Hearst-Argyle’s obligations under this Paragraph 8(b) shall
immediately cease, and you (and your estate, in the case of your death) shall
have no further rights under this Agreement. 
For purposes of this Agreement, a Change in Control shall be deemed to
occur if, and only if, Hearst-Argyle ceases to be controlled by or under common
control with The Hearst Corporation or its affiliates.


 


9.                                       Payment for Plugs. 
You acknowledge that you are familiar with Sections 317 and 507 of the
Communications Act of 1934 and are aware that it is illegal without full
disclosure to promote products or services in which you have a financial
interest.  You agree not to participate
in any such promotion under any circumstances and understand that to do so is a
violation of law as well as a cause for termination.  Also, you agree that you will not become
involved in any financial situation which might compromise or cause a conflict
with your obligations under this Paragraph or this Agreement without first
talking with Hearst-


 

















 


Argyle about your
intentions and obtaining Hearst-Argyle’s written consent.


 


10.                                 Confidentiality.  You
agree that while employed by Hearst-Argyle and after this Agreement is
terminated or expires, you will not use or divulge or in any way distribute to
any person or entity, including a future employer, any confidential information
of any nature relating to Hearst-Argyle’s business.  You will surrender to Hearst-Argyle at the
end of your employment all its property in your possession.  If you breach this Paragraph, Hearst-Argyle
has the right to apply for and obtain injunctive relief to stop such a violation,
in addition to its other legal remedies, as outlined in Paragraph 6.


 


You agree to keep
the terms of this Agreement confidential from everybody except your
professional advisors and family.


 


11.                                 Non-Solicitation; Non-Hire. 
You agree that for two (2) years after the expiration or
termination of this Agreement, you will not hire, solicit, aid or suggest to
any (i) employee of Hearst-Argyle, its subsidiaries or affiliates, (ii) independent
contractor or other service provider or (iii) any customer, agency or
advertiser of Hearst-Argyle, its subsidiaries or affiliates to terminate such
relationship or to stop doing business with Hearst-Argyle, its subsidiaries or
affiliates.


 


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


 


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


 

















 


13.                                 Continuation of Agreement. 
This Agreement and your employment shall terminate upon the expiration
of the Term (unless terminated earlier pursuant to Paragraph 8 hereof),
provided that if Hearst-Argyle gives you written notice of extension then this
Agreement shall continue on a month-to-month basis until the earlier of (i) the
commencement of a renewal or extension agreement between you and Hearst-Argyle,
or (ii) termination of this Agreement by either party on fifteen days
written notice to the other.


 


14.                                 Assignment of Agreement. 
Hearst-Argyle has the right to transfer this Agreement to a successor,
to a purchaser of substantially all of its assets or its business (or  substantially all of the assets or business
of the station or business unit at which you are employed) or to any parent,
subsidiary, or affiliated corporation or entity and you will be obligated to
carry out the terms of this Agreement for that new owner or transferee.  You have no right to assign this Agreement,
and any attempt to do so is null and void.


 


15.                                 State Law.  This
Agreement will be interpreted under the laws of the State of New York, without
regard to conflicts or choice of law rules.


 


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


 


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


 


18.                                 Dispute
Resolution.  Hearst-Argyle and you expressly
understand and agree that any claim which either party may have against the
other under local, state or federal law


 

















 


including, but not
limited to, matters of discrimination, matters arising out of the termination
or alleged breach of this Agreement or the terms, conditions or termination of
employment, which cannot first be settled through direct discussions between
the parties, will be submitted to mediation and, if mediation is unsuccessful,
to final and binding arbitration in accordance with Hearst-Argyle’s Dispute
Settlement Procedure (“Procedure”), of which you have received a copy, provided
that, Hearst-Argyle shall also be entitled to bring any action or proceeding to
seek equitable remedies for a breach by you of the provisions of Paragraphs 6,
10 or 11 hereof.  During the pendency of
any claim under this Procedure, Hearst-Argyle and you agree to make no
statement orally or in writing regarding the existence of the claim or the
facts forming the basis of such claim, or any statement orally or in writing
which could impair or disparage the personal or business reputation of
Hearst-Argyle or you.  The Procedure is
hereby incorporated by reference into this Agreement.


 


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


 


	
  If to Hearst-Argyle:

  	
   

  	
  Hearst-Argyle
  Television, Inc.

  
	
   

  	
   

  	
  300 W. 57th
  Street

  
	
   

  	
   

  	
  New York, New York
  10019

  
	
   

  	
   

  	
  Attn:

  	
  David J. Barrett

  
	
   

  	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Hearst-Argyle
  Television, Inc.

  
	
   

  	
   

  	
  300 W. 57th
  Street

  
	
   

  	
   

  	
  New York, New York
  10019

  
	
   

  	
   

  	
  Attn:

  	
  Jonathan C. Mintzer

  
	
   

  	
   

  	
   

  	
  Vice President, General
  Counsel & Secretary

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  Harry T. Hawks

  
	
   

  	
   

  	
  [ADDRESS ON FILE]

  



 

















 


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


 


20.                                 Severability.  If a
court decides that any part of this Agreement is unenforceable, the rest of the
Agreement will survive.


 


21.                                 Originals of Agreement.          This
Agreement may be signed in any number of counterparts, each of which shall be
considered an original.


 


	
   

  	
  HEARST-ARGYLE
  TELEVISION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  J. Barrett

  
	
   

  	
   

  
	
   

  	
  Title:

  	
    President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Harry T. Hawks

  
	
   

  	
   

  	
  Harry
  T. Hawks

  
						



 


I understand that I am
not required to agree to the Dispute Settlement Procedure set forth in
Paragraph 18 above; however, I have elected to voluntarily agree to the Dispute
Settlement Procedure.


 


	
      /s/
  Harry T. Hawks

  	
   

  
	
  Harry T. Hawks