**Exhibit 10.19**

 

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement****(this “***Agreement***”) is made and entered into asof January 1, 2008, by and between Barrington Broadcasting Group LLC, aDelaware limited liability company (together with its wholly-owned operatingsubsidiaries being referred to herein collectively as the “***Company***”), and K.James Yager, an individual (the “***Employee***”).

 

**RECITALS**

 

**WHEREAS,** the Employeecurrently serves as the Chief Executive Officer of the Company and is directlyresponsible for the success, operations, customer relationships, and businessstrategy of the Company.

 

**WHEREAS,** the partiesrecognize and agree that the terms and conditions set forth in this Agreement,including the restrictive covenants set forth in Section 1.6 below, arecritical to the successful operation of the Company.

 

**WHEREAS,** the Companydesires to continue the employment of the Employee as its  Chief Executive Officer, and the Employeedesires to accept this offer of employment, effective as of the Effective Date.

 

**WHEREAS,** the Companyand the Employee have determined that the terms and conditions of thisAgreement are reasonable and in their mutual best interests and accordinglydesire to enter into this Agreement in order to provide for the terms andconditions upon which the Employee shall be employed by the Company.

 

**NOWTHEREFORE,** in consideration of the foregoing and therespective covenants, agreements and representations and warranties set forthherein, the parties to this Agreement, intending to be legally bound, agree asfollows:

 

**ARTICLE 1.**TERMS OF EMPLOYMENT

** **

**1.1 **        **Employmentand Acceptance**.

 

**(a)  ***Employmentand Acceptance.*  On andsubject to the terms and conditions of this Agreement, the Company shall employthe Employee and the Employee hereby accepts such employment. The term of theEmployee’s employment pursuant to this Agreement (the “***Term***”) shall commenceon January 1, 2008 (the “Effective Date”) and shall have a term of threeyears, unless sooner terminated as hereinafter provided.  The Term shall be extended only through theexecution, by both parties, of a written amendment to this Agreement, in whichcase references to the Term shall refer to the Term as so amended.

 

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**(b)  ***Responsibilitiesand Duties.* The Employee shall serve as the Chief ExecutiveOfficer of the Company during the Term, subject to any change or changes intitle on which the parties shall mutually agree.  The Employee’s duties as Chief ExecutiveOfficer shall consist of such duties and responsibilities as are consistentwith the Employee’s position, including but not be limited to, (i) continuingas the strategic leader of the Company’s Business, (ii) supervising allsenior management personnel of the Company, (iii) supervising the continuationand development of the Company’s network and other business affiliations, (iv) supervisingthe preparation of annual budgets and business plans, and (iv) continuingas the head spokesperson for the Company’s Business. The Employee will alsoserve on the Company’s Board of Directors throughout the Term.

 

**(c)  ***Authority.* The Employeeshall have the authority perform such acts as are necessary or advisable tofulfill the duties as set forth in Section 1.1(b) hereof and shallhave such additional powers at the Company as may from time to time beprescribed by Robert B. Sherman or such other person as the Board maydesignate.  Notwithstanding anythingherein to the contrary, the Employee shall not hire or fire any seniorexecutive officer (President, Chief Operating Officer, Chief Financial Officer,Executive Vice President or Senior Vice President) without the approval of theBoard.

 

**(d)  ***Reporting.* The Employeeshall report directly to Robert B. Sherman, or such other person or persons asmay be designated by the Board. The Chief Operating Officer (if such positionis not held by the Employee) of the Company shall report directly to theEmployee.

 

**(e)  ***Performanceof Duties.* With respect to his duties hereunder, at all times,the Employee shall be subject to the instructions, control, and direction ofthe Board, and act in accordance with the Company’s Certificate ofIncorporation, Bylaws and other governing policies, rules and regulations,except to the extent that the Employee is aware that such documents conflictwith applicable law. The Employee shall devote his business time, attention andability to serving the Company on an exclusive and full-time basis asaforesaid, consistent with the Employee’s past practice and as the Board mayreasonably require, except during holidays, vacations, illness or accident, oras may be otherwise approved from time to time by the Board in writing.  Notwithstanding the above and upon writtenapproval by Robert B. Sherman or such other person as the Board may designate, theChief Executive Officer shall be permitted to accept positions on the board ofdirectors of outside companies and will be permitted to attend to the requisiteduties of such positions during working hours. Set forth on Schedule A hereto is a list of any such appointmentsor arrangements which are in effect on the date hereof.  The Employee shall also promote, byentertainment or otherwise, as and to the extent permitted by law, the businessof the Company.

 

**1.2 **        **Compensation**.

 

**(a)  ***AnnualSalary.* The Employee shall receive an annual salary of for each year of theTerm (the “***Annual Salary***”).For 2008, the Annual Salary shall be $425,000. The Annual Salary shall bepayable on a bi-weekly basis or such other payment schedule as used by theCompany for its senior level employees from time to time, less such deductionsas shall be 

 

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requiredto be withheld by applicable law and regulation and consistent with the Company’spractices.  The Annual Salary payable tothe Employee will be reviewed annually by the Board.

 

**(b)  ***AnnualBonuses.* For each full fiscal year during the Term, theEmployee shall be eligible to receive an annual bonus (the “***Annual Bonus***”) in such amount asshall be determined by the Board based principally on the extent to which theCompany meets the applicable financial targets (“***Bonus Targets***”*)*established by the Board from time to time.  The Employee shall consult with the Board todevelop such Bonus Targets by no later than January 15th of each fiscalyear for the current fiscal year; provided, however, that with respect to theBonus Targets for fiscal year 2008, the Employee shall consult with the Boardand the Board shall deliver to the Employee a copy of the Company’s 2008 fiscalyear bonus plan which shall be applicable to the Employee, which bonus planshall be in the form of Exhibit A hereto.  Bonus plans for future fiscal years,including the bonus amounts and the methodology for determining such bonusamounts, shall be substantially similar to the Company’s 2008 fiscal year bonusplan.  All earned Annual Bonuses shall bepaid not later than 2 1⁄2 months following the end of the fiscal year to whichthe Annual Bonus relates.

 

**(c)  ****        Expenses.**  The Employee shall be reimbursed for allordinary and necessary out-of-pocket business expenses reasonably and actuallyincurred or paid by the Employee in the performance of the Employee’s dutiesduring the Term in accordance with the Company’s policies upon presentation ofsuch expense statements or vouchers or such other supporting information as theCompany may require.  The Company mayrevise such policies from time to time at its discretion. The Employee shallalso be reimbursed for $550 per month for automobile expenses, the annual duesof one country club membership and 100% of the group insurance premium forhealth and dental insurance, all consistent with past practice.  In no event shall the Employee’s expenses bereimbursed after the end of the calendar year following the calendar year inwhich the expenses were incurred by the Employee.  The Employee must submit all reimbursementrequests within 90 days after the expense is incurred.

 

**1.3 **        **Benefits.**  The Employee shall be entitled to fullyparticipate in all benefit plans that are in place and available to seniorlevel employees of the Company from time to time, including, withoutlimitation, medical, dental, long-term disability and life insurance, subjectto the general eligibility, participation and other provisions set forth insuch plans.

 

**1.4 **        **Vacation.**  During the Term, the Employee shall beentitled to paid vacation time per calendar year consistent with past practice,so long as such vacation time does not interfere with his ability to properlyperform his duties as Chief Executive Officer of the Company. Vacation timedoes not accrue nor vest, nor is the amount allowed dependent on seniority.

 

**1.5 **        **Terminationof Employment**.

 

**(a)  ***Terminationfor Cause*.  The Companymay terminate the Employee’s employment at any time for Cause, without anyrequirement of a notice period and without payment of any compensation of anynature or kind (including, without limitation, by way of anticipated earnings,damages or payment in lieu of notice). In the event of a for Cause 

 

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termination,the Employee shall not be entitled to any severance benefits or payments (otherthan those required under subsection (g) hereof).

 

**(b)  ***PermanentIncapacity.*  In the eventof the Permanent Incapacity of the Employee, his employment may thereupon beterminated by the Company without payment of any severance of any nature orkind (including, without limitation, by way of anticipated earnings, damages orpayment in lieu of notice); *provided*that, in the event of the Employee’s termination pursuant to this subsection,subject to Section 2.10 hereof, the Company shall pay or cause to be paidto the Employee (i) the amounts prescribed by subsection (g) belowthrough the date of Permanent Incapacity), (ii) an amount equal to Executive’sAnnual Bonus for the year in which Permanent Incapacity occurs, prorated forthe partial fiscal year during which Executive worked and calculated based uponthe Company’s performance for the full fiscal year in which the PermanentIncapacity occurs, (iii) six months of then current Annual Salary, payablein a lump sum cash payment within 2 1⁄2 months following the Employee’s PermanentIncapacity and (iv) the amounts specified in any benefit and insuranceplans applicable to the Employee as being payable in the event of the permanentincapacity or disability of the Employee, such sums to be paid in accordancewith the provisions of those plans as then in effect. Any prorated Annual Bonusamount (to the extent the Board determines that the bonus targets have beenachieved) payable under this subsection shall be paid after calculation of theapplicable bonus amount and paid in a lump sum cash payment within 2 1⁄2 monthsfollowing the end of the fiscal year in which the Annual Bonus relates;provided that, if the Annual Bonus is subject to a deferral election under a “nonqualifieddeferred compensation plan” within the meaning of Code Section 409A, theAnnual Bonus will be paid in accordance with the terms of such plan.  Any right of the Employee to payment pursuantto this subsection shall be contingent on the Employee’s satisfaction of therelease requirement in Section 1.5(i) upon payment of the amounts setforth in this subsection. Upon payment of the amounts set forth in thissubsection, the Employee shall not be entitled to any severance benefits orpayments (other than those required under subsection (g) hereof).

 

**(c)  ***Death.*  If the Employee’s employment is terminated byreason of the Employee’s death, the Employee’s beneficiaries or estate will beentitled to receive and the Company shall pay or cause to be paid to them orit, as the case may be, (i) the amounts prescribed by subsection (g) belowthrough the date of death, (ii) an amount equal to the Employee’s AnnualBonus for the year in which death occurs, prorated for the partial fiscal yearduring which the Employee worked and calculated based upon the Company’sperformance for the full fiscal year in which the Death occurs, (iii) sixmonths of then current Annual Salary, payable in a lump sum cash payment within2 1⁄2 months following the Employee’s death, and (iv) the amounts specifiedin any benefit and insurance plans applicable to the Employee as being payablein the event of the death of the Employee, such sums to be paid in accordancewith the provisions of those plans as then in effect.  Any prorated Annual Bonus amount payableunder this subsection shall be paid after calculation of the applicable bonusamount (to the extent the Board determines that the Bonus Targets have beenachieved) and paid in a lump sum cash payment within 2 1⁄2 months following theend of the fiscal year in which the Annual Bonus relates. Any right of theEmployee’s beneficiaries or estate to payment pursuant to this subsection shallbe contingent on the beneficiaries; or estate’s satisfaction of the releaserequirement in Section 1.5(i).  Uponpayment of the amounts set forth in this subsection, the 

 

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Employee’sbeneficiaries or estate shall not be entitled to any severance benefits orpayments (other than those required under subsection (g) hereof).

 

**(d)  ***Terminationby Employee.* The Employee may terminate his employment with theCompany upon giving 30 days’ written notice or such shorter period of notice asthe Company may accept.  If the Employeeresigns for Good Reason, the Employee shall receive the severance benefitsrequired under subsection (e) or (f) below, as the case may be,. Ifthe Employee resigns for any reason not constituting Good Reason, the Employeeshall not be entitled to any severance benefits (other than those requiredunder subsection (g) hereof).

 

**(e)  ***Terminationwithout Cause or by the Employee for Good Reason.*If the Employee’semployment with the Company is terminated by the Company without Cause or bythe Employee for Good Reason, the Employee shall be entitled to receive, a lumpsum payment equal to the greater of: (x) $550,000 or (y) an amountequal to his then current Annual Salary.  The payment described in this subsection isthe only severance payment or payment in lieu of notice that the Employee willbe entitled to receive under this Agreement (other than payments due undersubsection (g) hereof) in the event of the termination of his employmenton the basis contemplated in this paragraph. Any payment pursuant to this subsection shall be paid, subject to Section 2.10hereof, within 2 1⁄2 months of employment with the Company.  Any right of the Employee to payment pursuantto this subsection shall be contingent on the Employee’s satisfaction of the releaserequirement in Section 1.5(i).

 

**(f)**    *Termination without Causeor by the Employee for Good Reason after a Change of Control.*Notwithstandingany provision of Section 1.5(e) to the contrary and withoutduplication of any payment made pursuant to Section 1.5(e), if, during theone year period following a Change of Control, the Employee’s employment withthe Company is terminated by the Company without Cause or by the Employee forGood Reason, the Company shall pay to the Employee, by way of lump sum paymentequal to the greater of: (x) $550,000 or (y) an amount equal to histhen current Annual Salary.  The payment described in this subsection isthe only severance payment or payment in lieu of notice that the Employee willbe entitled to receive under this Agreement (other than payments due undersubsection (g) hereof) in the event of the termination of his employmenton the basis contemplated in this paragraph. Any payment pursuant to this subsection shall be paid, subject to Section 2.10hereof, within 2 1⁄2 months of employment with the Company.  Any right of the Employee to payment pursuantto this subsection shall be contingent on the Employee’s satisfaction of therelease requirement in Section 1.5(i).

 

**(g)  ***EarnedSalary and Un-reimbursed Expenses.*  In the event that any portion of the Employee’sAnnual Salary has been earned but not paid or any reimbursable expenses havebeen incurred by the Employee but not reimbursed, in each case to the date oftermination of his employment, such amounts shall be paid to the Employeewithin 30 days following such date of termination.

 

**(h)  ***StatutoryDeductions.* All payments required to be made to the Employee,his beneficiaries, or his estate under this Section shall be made net ofall deductions required to be withheld by applicable law and regulation.  The Employee shall be solely responsible forthe satisfaction of any taxes (including employment taxes imposed on employees 

 

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andtaxes on nonqualified deferred compensation). Although the Company intends and expects that the Plan and its paymentsand benefits will not give rise to taxes imposed under Code Section 409A,neither the Company nor its employees, directors, or their agents shall haveany obligation to hold the Employee harmless from any or all of such taxes orassociated interest or penalties.

 

**(i)   ***Fairand Reasonable, etc.* The parties acknowledge and agree that the paymentprovisions contained in this Section are fair and reasonable, and theEmployee acknowledges and agrees that such payments are inclusive of any noticeor pay in lieu of notice or vacation or severance pay to which he wouldotherwise be entitled under statute, pursuant to common law or otherwise in theevent that his employment is terminated pursuant to or as contemplated in this Section 1.5.  The parties further agree that upon anytermination of the employment of the Employee as contemplated in this Section andthe payment to the Employee or his estate, as the case may be, of the amounts contemplatedtherein, as well as any expenses which the Employee is entitled to havereimbursed as contemplated above, the Employee shall:

 

**(i)   **have no action,cause of action, claim or demand of any nature or kind whatsoever against theCompany or against any other person as a consequence of, in respect of or inconnection with this Agreement or such termination of the Employee’semployment; and

 

**(ii)  **as a conditionof the right to receive benefits pursuant to this Section 1.5, theEmployee or his estate, as applicable, shall execute within 50 days of theEmployee’s termination of employment (and not revoke) a general release of allclaims in customary form.

 

**(j)   ***Returnof Property.*Upon any termination of the Employee’s employment bythe Employee or by the Company as contemplated above in this Section 1.5,the Employee or the Employee’s estate shall at once deliver or cause to bedelivered to the Company all books, documents, effects, money, securities,credit cards or other property belonging to the Company or for which theCompany is liable to others which are in the possession, charge, control orcustody of the Employee.

 

**1.6 **        **RestrictiveCovenants**.

 

**(a)  ***Non-competition*. The Employeerecognizes and acknowledges that his services to the Company are of a special,unique and extraordinary nature that cannot easily be duplicated.  Further, the Company has and will expendsubstantial resources to promote such services and develop the Company’sProprietary Information.  Accordingly, inorder to protect the Company from unfair competition and to protect the Company’sProprietary Information, the Employee agrees that, at all times during theRestricted Period, the Employee shall not, directly or indirectly (i) performor provide managerial or employee services on behalf of any Person which isengaged in the ownership and /or operation of television stations  that directly or indirectly compete with theCompany’s Business within the television markets then operated by the Company;or (ii) have any interest in any business that competes with the Company’sBusiness; *provided* that thisprovision shall not apply to the Employee’s ownership or acquisition, solely asan investment, of securities of any issuer that is registered under Section 

 

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12(b) or12(g) of the Securities Exchange Act of 1934, as amended, and that arelisted or admitted for trading on any United States national securitiesexchange or that are quoted on the National Association of Securities DealersAutomated Quotations System, or any similar system or automated disseminationof quotations of securities prices in common use, so long as the Employee doesnot control, acquire a controlling interest in or become a member of a groupwhich exercises direct or indirect control of, more than five percent of anyclass of capital stock of such issuer.

 

**(b)  ***ConfidentialInformation.* The Employee recognizes and acknowledges that theProprietary Information is a valuable, special and unique asset of the Company’sBusiness.  In order to obtain and/ormaintain access to the Proprietary Information, which Employee acknowledges isessential to the performance of his duties under this Agreement, the Employeeagrees that, except with respect to those duties assigned to him by theCompany, the Employee: (i) shall hold in confidence all ProprietaryInformation; (ii) shall not reproduce, use, distribute, disclose, orotherwise misappropriate any Proprietary Information, in whole or in part; (iii) shalltake no action causing, or fail to take any action necessary to preventcausing, any Proprietary Information to lose its character as ProprietaryInformation; and (iv) shall not make use of any such ProprietaryInformation for the Employee’s own purposes or for the benefit of any person,business or legal entity (except the Company) under any circumstances; *provided* that the Employee may disclosesuch Proprietary Information to the extent required by law; *provided, further* that, prior to any suchdisclosure, (A) the Employee delivers to the Company written notice ofsuch proposed disclosure, together with an opinion of counsel regarding thedetermination that such disclosure is required by law and (B) the Employeeprovides an opportunity to contest such disclosure to the Company.  The provisions of this subsection will applyto Trade Secrets for as long as the applicable information remains a TradeSecret and to Confidential Information.

 

**(c)  ***Nonsolicitationof Employees and Customers*. At all times during theRestricted Period, the Employee shall not, directly or indirectly, for himselfor for any other Person: (i) solicit, recruit or attempt to solicit orrecruit any employee of the Company to leave the Company’s employment; or (ii) solicitor attempt to solicit any of the actual or targeted prospective customers orclients of the Company with whom the Employee had material contact or aboutwhom the Employee learned Confidential Information****on behalf of any Person in connection with any business thatcompetes with the Company’s Business.

 

**(d)  ***Ownershipof Developments.* All Work Product shall belong exclusively to theCompany and shall, to the extent possible, be considered a work made by theEmployee for hire for the Company within the meaning of Title 17 of the UnitedStates Code.  To the extent the WorkProduct may not be considered work made by the Employee for hire for theCompany, the Employee agrees to assign, and automatically assign at the time ofcreation of the Work Product, without any requirement of further consideration,any right, title, or interest the Employee may have in such Work Product.  Upon the request of the Company, the Employeeshall take such further actions, including execution and delivery ofinstruments of conveyance, as may be appropriate to give full and proper effectto such assignment.

 

**(e)  ***Booksand Records.* All books, records, and accounts relating in anymanner to the customers or clients of the Company, whether prepared by theEmployee or 

 

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otherwisecoming into the Employee’s possession, shall be the exclusive property of theCompany and shall be returned immediately to the Company on termination of theEmployee’s employment hereunder or on the Company’s request at any time.

 

**(f)   ***Acknowledgmentby the Employee*. The Employee acknowledges and confirms that: (i) therestrictive covenants contained in this Section 1.6 are reasonablynecessary to protect the legitimate business interests of the Company; (ii) therestrictions contained in this  Section 1.6(including, without limitation, the length of the term of the provisions ofthis  Section 1.6) are notoverbroad, overlong, or unfair and are not the result of overreaching, duress,or coercion of any kind; and (iii) the Employee’s entry into thisAgreement and, specifically this Section 1.6, is a material inducement andrequired condition to the Company’s entry into this Agreement. The Employeefurther acknowledges and confirms that his full and faithful observance of eachof the covenants contained in this Section 1.6 will not cause him anyundue hardship, financial or otherwise, and that enforcement of each of thecovenants contained herein will not impair his ability to obtain employmentcommensurate with his abilities and on terms fully acceptable to him orotherwise to obtain income required for the comfortable support of his familyand the satisfaction of the needs of his creditors.  The Employee acknowledges and confirms thathis special knowledge of the business of the Company is such as would cause theCompany serious injury or loss if he were to use such ability and knowledge tothe benefit of a competitor or were to compete with the Company in violation ofthe terms of this Section 1.6. The Employee further acknowledges that therestrictions contained in this Section 1.6 are intended to be, and shallbe, for the benefit of and shall be enforceable by, the Company’s successorsand assigns.

 

**(g)  ***Reformationby Court.* In the event that a court of competent jurisdictionshall determine that any provision of this Section 1.6 is invalid or morerestrictive than permitted under the governing law of such jurisdiction, thenonly as to enforcement of this Section 1.6 within the jurisdiction of suchcourt, such provision shall be interpreted and enforced as if it provided forthe maximum restriction permitted under such governing law.

 

**(h)  ***Survival.* The provisionsof this Section 1.6 shall survive the termination of this Agreement.

 

**(i)   ***Injunction*. It isrecognized and hereby acknowledged by the parties hereto that a breach by theEmployee of any of the covenants contained in this Section 1.6 will causeirreparable harm and damage to the Company, the monetary amount of which may bevirtually impossible to ascertain.  As aresult, the Employee recognizes and hereby acknowledges that the Company shallbe entitled to an injunction from any court of competent jurisdiction enjoiningand restraining any violation of any or all of the covenants contained in this Section 1.6by the Employee or any of his Affiliates, associates, partners or agents,either directly or indirectly, and that such right to injunction shall becumulative and in addition to whatever other remedies the Company may possess.

 

**(j)**    *Terminationby the Company without Cause, by the Employee for Good Reason.* Theprovisions of Sections 1.6(a) and (c) shall not apply to the Employeein the event of (a) the termination of the Employee’s employment by theCompany without Cause or (b) the termination of the Employee’s employmentby the Employee for Good Reason.

 

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**1.7 ****        Definitions.**  The following capitalized terms used hereinshall have the following meanings:

 

“***Affiliate***” shall mean, with respect to anyPerson, any other Person, directly or indirectly, controlling, controlled by orunder common control with such Person.

 

“***Agreement***”**shall mean this Agreement, as amended from time to time.

 

“***Annual Salary***” shall have the meaningspecified in Section 1.2(a).

 

“***Annual Bonus***”shall have the meaning specified in Section 1.2(b).

 

“***Board***”**shallmean the Board of Directors of the Company.

 

“***Bonus Targets”***shallhave the meaning specified in Section 1.2(b).

 

“***Cause***” shall mean the Employee’s (a) willfulmisconduct which ****is materially detrimental to theCompany**** and which continues for 30 days after noticethereof from the Board, (b) breach of fiduciary duty involving personalprofit, (c) intentional failure to perform stated duties****which is materially detrimental to the Company****and which continues for 30 days after notice thereof from the Board, (d) convictionor please of *nolo contendere* for a felony, or (e) materialbreach of the Agreement.

 

“***Change of Control***” shall mean thesatisfaction of any one or more of the following conditions (and the “***Change of Control***”shall be deemed to have occurred as of the first day that any one or more ofthe following conditions shall have been satisfied):

 

                (a)           any person (as such term is used inparagraphs 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,as amended (the “***ExchangeAct***”) (hereinafter in this definition, “***Person***”)), other thanPilot Group LP (the “***Partnership***”),or an Affiliate of the Partnership, becomes the beneficial owner (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of securitiesof the Company or the Company’s parent company, representing more than 50% ofthe combined voting power of the Company’s or such parent company’s thenoutstanding securities;

 

                (b)           the Company’s members or the membersof its parent company approve a merger, consolidation or other businesscombination (a “***BusinessCombination***”), other than a Business Combination in which theholders of the equity securities of the Company or its parent companyimmediately prior to the Business Combination have substantially the sameproportionate ownership of the equity securities of the applicable survivingcompany immediately after the Business Combination;

 

                (c)           the Company’s members or the membersof its parent company approve either (i) an agreement for the sale ordisposition of all or substantially all of the Company’s assets or the assetsof its parent company to any entity that is not an Affiliate of the Company, or(ii) a plan of complete liquidation of the Company or its parent company;or

 

 

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                (d)           the persons who were members of theBoard immediately before a merger, consolidation or contested election, orbefore any combination of such transactions, cease to constitute a majority ofthe members of the Board as a result of such transaction or transactions.

 

“***Code***” shall have the meaning of the InternalRevenue Code of 1986, as it may be amended from time to time.

 

“***Company***” shall have the meaning specified inthe introductory paragraph hereof; *provided*that, (i) “Company” shall include any successor to the Company to theextent provided under Section 2.6 and (ii) for purposes of Section 1.7,the term “Company” also shall include any existing or future subsidiaries ofthe Company that are operating during any of the time periods described in Section 1.7and any other entities that directly or indirectly, through one or moreintermediaries, control, are controlled by or are under common control with theCompany during the periods described in Section 1.7.

 

“***Company’s Business***” shall mean the businessof owning and operating broadcast television stations in any markets in whichthe Company has station assets.

 

“***Confidential Information***” shall mean anyinformation belonging to or licensed to the Company, regardless of form, otherthan Trade Secrets, which is valuable to the Company and not generally known tocompetitors of the Company, including, without limitation, all online researchand marketing data and other analytic data based upon or derived from suchonline research and marketing data.

 

“***Good Reason***” shall mean any of the followingevents, which has not been either consented to in advance by the Employee inwriting or cured by the Company within a reasonable period of time, not toexceed 30 days, after the Employee provides written notice within 60 days ofthe initial existence of one or more of the following events:  (i) the requirement that the Employee’sprincipal employee function be performed more than 50 miles from the Employee’sprimary office as of the Effective Date hereof; (ii) a material reductionin the Employee’s Annual Salary as the same may be increased from time to time;(iii) a material breach of the Agreement by the Company; (iv) amaterial diminution or reduction in the Employee’s responsibilities, duties orauthority, including reporting responsibilities in connection with hisemployment with the Company;****(v) theCompany requires the Employee to take any action which would violate anyfederal or state law and such violation would materially and demonstrablydamage or the Employee; or (vi) a material breach of the Parent’soperating agreement by the Parent or the Parent’s managing member with respectto any obligation or duty owed to the Employee which breach has a materialadverse effect on the Employee. Good Reason shall not exist unless the Employeeseparates from service within 180 days following the initial existence of thecondition or conditions that the Company has failed to cure.****

 

 “***Permanent Incapacity***”shall mean a physical or mental illness or injury of a permanent nature whichprevents the Employee from performing his essential duties and other servicesfor which he is employed by the Company under this Agreement for a period of 90or more continuous days or 90 or more non-continuous days within a 120 dayperiod, as verified and confirmed by written medical evidence reasonablysatisfactory to the Board.

 

 

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**“*Person*”** shall mean any individual,corporation (including any non-profit corporation), general partnership,limited partnership, limited liability partnership, joint venture, estate,trust, company (including any limited liability company or joint stockcompany), firm or other enterprise, association, organization or entity.

 

“***Proprietary Information***”shall mean the Trade Secrets, the Confidential Information and all physicalembodiments thereof, as they may exist from time to time.

 

“***Restricted Period***”shall mean the period beginning on the Date hereof and ending on the eighteenmonth anniversary of the later of (i) the expiration or the termination,as the case may be, of the Term or (ii) termination of the Employee’semployment with the Company.

 

“***Term***” shall have themeaning specified in Section 1.1(a).

 

“***Trade Secrets***” meansinformation belonging to or licensed to the Company, regardless of form,including, but not limited to, any technical or non-technical data, formula,pattern, compilation, program, device, method, technique, drawing, financial,marketing or other business plan, lists of actual or potential customers orsuppliers, or any other information similar to any of the foregoing, whichderives economic value, actual or potential, from not being generally known to,and not being readily ascertainable by proper means by, other persons who canderive economic value from its disclosure or use.

 

“***Work Product***” meansall copyrights, patents, trade secrets, or other intellectual property rightsassociated with any ideas, concepts, techniques, inventions, processes, orworks of authorship developed or created by the Employee during the course ofperforming work for the Company or its clients and relating to the Company’sbusiness.

 

**ARTICLE2.MISCELLANEOUS PROVISIONS**

** **

**2.1       ****Further Assurances.**  Eachof the parties hereto shall execute and cause to be delivered to the otherparty hereto such instruments and other documents, and shall take such otheractions, as such other party may reasonably request for the purpose of carryingout or evidencing any of the transactions contemplated by this Agreement.

 

**2.2       ****Notices. **All noticeshereunder shall be in writing and shall be sent by (a) certified orregistered mail, return receipt requested, (b) national prepaid overnightdelivery service, (c) facsimile transmission (following with hard copiesto be sent by prepaid overnight delivery service) or (d) personal deliverywith receipt acknowledged in writing. All notices shall be addressed to the parties hereto at their respectiveaddresses as set forth below (except that any party hereto may from time totime upon fifteen days’ written notice change his address for that purpose),and shall be effective on the date when actually received or refused by theparty to whom the same is directed (except to the extent sent by registered orcertified mail, in which event such notice shall be deemed given on the thirdday after mailing).

 

If to the Company:

 

 

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Barrington Broadcasting Group LLCc/o Pilot Group LP

75 Rockefeller center — 23rd Floor

New York, NY 10019

Attention: Paul M. McNicolFacsimile No.:  212-486-2896

 

with copy to (which copy shall not constitutenotice):

 

Paul, Hastings, Janofsky &Walker LLP

75 East 55th Street

New York, NY 10022

Attention.:  Jeffrey J. Pellegrino, Esq.

Facsimile No.:  212-319-4090

 

If to the Employee:

 

Mr. K. James Yager

31 Riderwood Road

North Barrington, IL 60010

 

with a copy to (which copyshall not constitute notice):

 

David Klintworth

RSM McGladrey

501 Seventh Street, 6thFloor

Rockford, IL  61104

Facsimile No.: 815-987-5209

 

**2.3       ****Headings.**  Theunderlined headings contained in this Agreement are for convenience ofreference only, shall not be deemed to be a part of this Agreement and shallnot be referred to in connection with the construction or interpretation ofthis Agreement.

 

**2.4       ****Counterparts.**  ThisAgreement may be executed in several counterparts, each of which shallconstitute an original and all of which, when taken together, shall constituteone agreement.

 

**2.5       ****Governing Law; Jurisdiction and Venue**.

 

**(a)  **This Agreementshall be construed in accordance with, and governed in all respects by, theinternal laws of the State of Delaware (without giving effect to principles ofconflicts of laws), except to the extent preempted by federal law.

 

**(b)  **Any legalaction or other legal proceeding relating to this Agreement or the enforcementof any provision of this Agreement shall be brought or otherwise commencedexclusively in any state or federal court located in the State ofDelaware.  Each party hereto:

 

 

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**(i)   **expressly and irrevocablyconsents and submits to the jurisdiction of each state and federal courtlocated in the State of Delaware (and each appellate court located in the Stateof Delaware), in connection with any Legal Proceeding;

 

**(ii)  **agrees thatservice of any process, summons, notice or document by U.S. mail addressed tosuch party at the address set forth in Section 2.3 shall constituteeffective service of such process, summons, notice or document for purposes ofany such Legal Proceeding;

 

**(iii)**agrees thateach state and federal court located in the State of Delaware, shall be deemedto be a convenient forum; and

 

**(iv) **agrees not toassert (by way of motion, as a defense or otherwise), in any such LegalProceeding commenced in any state or federal court located in the State ofDelaware, any claim by any party hereto that it is not subject personally tothe jurisdiction of such court, that such Legal Proceeding has been brought inan inconvenient forum, that the venue of such proceeding is improper or thatthis Agreement or the subject matter of this Agreement may not be enforced inor by such court.

 

**2.6       ****Successors and Assigns.**  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their successors and assigns (ifany).  The Employee shall not assign thisAgreement or any of his rights or obligations hereunder (by operation of law orotherwise) to any Person without the consent of the Company.

 

**2.7       ****Remedies Cumulative; Specific Performance.**  The rights and remedies of the parties heretoshall be cumulative (and not alternative). The parties to this Agreement agree that, in the event of any breach orthreatened breach by any party to this Agreement of any covenant, obligation orother provision set forth in this Agreement for the benefit of any other partyto this Agreement, such other party shall be entitled (in addition to any otherremedy that may be available to it) to (a) a decree or order of specificperformance or mandamus to enforce the observance and performance of such covenant,obligation or other provision, and (b) an injunction restraining suchbreach or threatened breach.

 

**2.8       ****Waiver.**  No failureon the part of any Person to exercise any power, right, privilege or remedyunder this Agreement, and no delay on the part of any Person in exercising anypower, right, privilege or remedy under this Agreement, shall operate as awaiver of such power, right, privilege or remedy and no single or partialexercise of any such power, right, privilege or remedy shall preclude any otheror further exercise thereof or of any other power, right, privilege orremedy.  No Person shall be deemed tohave waived any claim arising out of this Agreement, or any power, right,privilege or remedy under this Agreement, unless the waiver of such claim,power, right, privilege or remedy is expressly set forth in a writteninstrument duly executed and delivered on behalf of such Person; and any suchwaiver shall not be applicable or have any effect except in the specificinstance in which it is given.

 

**2.9        Code Section 409ACompliance. **To the extentamounts or benefits that become payable under this Agreement on account of theEmployee’s termination of employment (other than by reason of the Employee’sdeath) constitute a distribution under “nonqualified 

 

 

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deferredcompensation plan” within the meaning of Code Section 409A (“***Deferred Compensation***”), theEmployee’s termination of employment shall be deemed to occur on the date thatthe Employee incurs a “separation from service” with the Company within themeaning of Treasury Regulation Section 1.409A-1(h).  If at the time of the Employee’s separationfrom service, the Employee is a “specified employee” (within the meaning ofCode Section 409A and Treasury Regulation Section 1.409A-3(i)(2)),the payment of such Deferred Compensation shall commence on the first businessday of the seventh month following Employee’s separation from service and theCompany shall then pay the Employee, without interest, all such DeferredCompensation that would have otherwise been paid under this Agreement duringthe first six months following the Employee’s separation from service had theEmployee not been a specified employee. Thereafter, the Company shall pay Employee any remaining unpaid DeferredCompensation in accordance with this Agreement as if there had not been asix-month delay imposed by this paragraph.

 

**2.10    ****Amendments.**  ThisAgreement may not be amended, modified, altered or supplemented other than bymeans of a written instrument duly executed and delivered on behalf of all ofthe parties hereto.

 

**2.11    ****Severability.**  In the eventthat any provision of this Agreement, or the application of any such provisionto any Person or set of circumstances, shall be determined to be invalid,unlawful, void or unenforceable to any extent, the remainder of this Agreement,and the application of such provision to Persons or circumstances other thanthose as to which it is determined to be invalid, unlawful, void or unenforceable,shall not be impaired or otherwise affected and shall continue to be valid andenforceable to the fullest extent permitted by law.

 

**2.12    ****Parties in Interest.**  Except as provided herein, none of theprovisions of this Agreement are intended to provide any rights or remedies toany Person other than the parties hereto and their respective successors andassigns (if any).

 

**2.13    ****Entire Agreement.**  ThisAgreement sets forth the entire understanding of the parties hereto relating tothe subject matter hereof and supersedes all prior agreements andunderstandings among or between the parties relating to the subject matterhereof.

 

**2.14    ****Construction.**

 

**(a)  **For purposes ofthis Agreement, whenever the context requires: the singular number shallinclude the plural, and vice versa; the masculine gender shall include thefeminine and neuter genders; the feminine gender shall include the masculineand neuter genders; and the neuter gender shall include the masculine andfeminine genders.

 

**(b)  **The partieshereto agree that any rule of construction to the effect that ambiguitiesare to be resolved against the drafting party shall not be applied in theconstruction or interpretation of this Agreement.

 

**(c)  **As used in thisAgreement, the words “include” and “including,” and variations thereof, shallnot be deemed to be terms of limitation, but rather shall be deemed to befollowed by the words “without limitation.”

 

 

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**(d)  **Except asotherwise indicated, all references in this Agreement to “Sections” and “Exhibits”are intended to refer to Sections of this Agreement and Exhibits to thisAgreement.

 

**(e)  **All fractions,quotients and the product of any other computations contemplated in thisAgreement shall be rounded to the fourth decimal point.

 

**[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]**

** **

 

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The parties hereto have caused this Agreementto be executed and delivered as of the date first set forth above.

 

 
| **THE COMPANY:**                   |                          |
|------------------------------------|-------------------------------|
|                               |                          |
| BARRINGTON  BROADCASTING GROUP LLC |                          |
|                               |                          |
| By:                                | /s/  Paul M. McNicol          |   |
|                               | Name:  Paul M. McNicol        |   |
|                               | Title:  Senior Vice President |   |
|                               |                          |
|                               |                          |
| **THE EMPLOYEE:**                  |                          |
|                               |                          |
| /s/  K. James Yager                |                          |
|                               | K.  JAMES YAGER               |   |
|                                    |                               |  |  |  |

 

 

 

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EXHIBIT A

 

**2008 BARRINGTON BONUS PLAN**

 

**CALCULATIONOF BONUS AMOUNTS**

 

The Employee shall be entitled to a cash bonus based upon theBarrington  Performance, but the Board,in its discretion, will have the authority to increase the amount of the bonusearned.  The bonus will be paid within 60days of the end of the 2008 fiscal year. The Employee shall be entitled to receive only the non-cumulative BonusAmount specified below corresponding to the Barrington  Performance achieved.

 

The 2008 bonus payment, if any, shall be calculated as follows:

 
| **Barrington  Performance**                                                       | ** ** | **Bonus  Amount**                                                                             |
|-----------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------|
| ** **                                                                        | ** ** | ** **                                                                                    |
| Barrington Broadcast Cash Flow of less than $____________.                        |       | $0                                                                                            |
|                                                                              |       |                                                                                          |
| Barrington Broadcast Cash Flow greater than $___________and less than  $________. |       | $_______- $_______, prorated depending upon the achievement  percentage-wise within the range |
|                                                                              |       |                                                                                          |
| Barrington Broadcast Cash Flow greater than $___________and less than  $________. |       | $_______- $_______, prorated depending upon the achievement  percentage-wise within the range |
|                                                                              |       |                                                                                          |
| Barrington Broadcast Cash Flow greater than $___________and less than  $________. |       | $_______- $_______, prorated depending upon the achievement  percentage-wise within the range |

 

**Definitions.**  The following capitalizedterms shall have the following meanings:

 

“***Barrington******Performance”*** meansthe Barrington Broadcast Cash Flow relative to the Barrington Broadcast CashFlow Target for the applicable period.

 

“***Barrington Broadcast******Cash Flow***” meansEBITDA (as defined in the Credit Agreement, dated August 11, 2006, amongthe Company, Bank of America, Wachovia Bank and CIT, as amended from time totime) plus headquarters or corporate expenses for the respective period forwhich the Barrington Broadcasting Cash Flow is being measured.

 

 

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