Exhibit 10.1


 


HEARST-ARGYLE TELEVISION, INC.


888 Seventh Avenue


New
York, NY  10106


David J. Barrett


[ADDRESS ON FILE]


 


Dear David:


 


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:

  	
   

  	
  David J. Barrett

  
	
  2.

  	
   

  	
  Mailing Address of
  Employee:

  	
   

  	
  [ADDRESS ON FILE]

  
	
  3.

  	
   

  	
  Title of Position;
  Duties:

  	
   

  	
  President and Chief
  Executive Officer

  



 


You agree to carry
out the duties performed by the President and Chief Executive Officer of
Hearst-Argyle consistent with past practices and such other duties as may be
assigned to you by the Board of Directors of Hearst-Argyle.


 


4.                                       Length of Employment.  The term of this Agreement will start on
January 1, 2006 and continue through December 31, 2008 (the “Term”).


 


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


 


a)                                      $1,050,000 for the period from January 1,
2006 through December 31, 2006;


 


b)                                     $1,125,000 for the period from January 1,
2007 through December 31, 2007; and


 


c)                                      $1,125,000 for the period from January 1,
2008 through December 31, 2008.


 


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


 


In addition it is
understood that you are eligible to receive a bonus up to an amount equal
to:  (x) 110% of your base salary with
respect to calendar year 2006; (y) 110% of your base salary with respect to calendar
year 2007; and (z) 110% of your base salary with respect to


 





















 


calendar year 2008.  The criteria for the bonus will be set by the
subcommittee of 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.


 


In addition to the
foregoing compensation, effective January 1, 2006 and for the remainder of the
Term, Hearst-Argyle will also provide you with certain other benefits which
shall include the following items:  an
automobile allowance or reimbursement, executive life insurance, club
membership allowance or reimbursement, Supplemental Retirement Plan (SERP)
benefits, executive medical benefits and such other benefits offered or
provided to other executive officers of Hearst-Argyle.  Such benefits shall not be less than the
benefits provided to you with respect to such items as of the effective date of
this Agreement.


 


6.                                       Exclusive Services. 
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 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 Conflicts. 
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 cause, which shall mean (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)
willful failure to comply with applicable laws with respect to the conduct of
Hearst-Argyle’s business, (D) theft, fraud or embezzlement resulting in gain or
personal enrichment, directly or indirectly, to you 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) willful 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.


 


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 or geographic
area, it shall be deemed amended to conform to the scope that would 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. Subject to Paragraph 8(b) hereof,
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 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 (including the
Employment Agreement dated as of June 1, 2003 between you and
Hearst-Argyle).  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 the Board of Directors of
Hearst-Argyle.


 





















 


18.                                 Dispute Resolution. 
Hearst-Argyle and you 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, 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. 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:

  	
  General Counsel

  
	
   

  	
   

  	
  Hearst-Argyle
  Television, Inc.

  
	
   

  	
   

  	
  888 Seventh Avenue

  
	
   

  	
   

  	
  27th Floor

  
	
   

  	
   

  	
  New York, New York
  10106

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Employee:

  	
  [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/ Jonathan C. Mintzer

  
	
   

  	
  Title: Vice President,
  General Counsel

  
	
   

  	
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David J. Barrett

  
	
   

  	
   

  	
  David J. Barrett