EX-10.4






EXHIBIT 10.4




EMPLOYMENT AGREEMENT




This EMPLOYMENT AGREEMENT is made and entered into as of this 7th day of November, 2005, by
and between PAXSON COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and
DEAN M. GOODMAN (“Employee”).



W I T N E S S E T H :




WHEREAS, the Employee is currently employed as the President and Chief Operating Officer of
the Company and the Company desires to enter into an agreement that amends and supersedes
Employee’s current employment agreement and embodies the terms of such continued employment (this
“Agreement”) and Employee desires to enter into this Agreement and to accept such continued
employment, subject to the terms and provisions of this Agreement.



NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and Employee hereby agree as follows:



Section 1. Definitions.



(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through
the date of termination of Employee’s employment; (ii) any unpaid or unreimbursed expenses incurred
in accordance with Company policy, including amounts due under Section 6 hereof to the extent
incurred prior to termination of employment; (iii) any benefits provided under the Company’s
employee benefit plans upon a termination of employment, in accordance with the terms therein,
including rights to equity in the Company pursuant to any plan or grant, and settlement of RSUs and
exercise of Options in accordance with the terms of this Agreement; (iv) any unpaid Annual Bonus in
respect to any completed fiscal year that has ended on or prior to the date of termination of
Employee’s employment; and (v) rights to indemnification by virtue of Employee’s position as an
officer or director of the Company or its subsidiaries and the benefits under any directors’ and
officers’ liability insurance policy maintained by the Company, in accordance with its terms
thereof.



(b) “Affiliate” shall mean, as to any Person, any other Person that controls, is
controlled by, or is under common control with, such Person.



(c) “Annual Bonus” shall mean the bonus provided for in Section 4(b) below.



(d) “Auditor” shall mean a nationally recognized United States public accounting firm,
jointly selected by the Company and Employee, which has not, during the two years preceding the
date of its selection, acted in any way on behalf of the Company or its Affiliates. If Employee
and the Company cannot agree on the firm to serve as the Auditor, then Employee and the Company
shall each select one accounting firm and those two firms shall jointly select the accounting firm
to serve as the Auditor.



(e) “Base Salary” shall mean the salary provided for in Section 4(a) or any increased
salary granted to Employee pursuant to Section 4(a) below.



(f) “Board” shall mean the Board of Directors of the Company.



(g) “Cause” shall mean (i) act or acts of willful misconduct by Employee in connection
with Employee’s employment duties, which result in material and demonstrable injury to the Company;
(ii) embezzlement or other financial fraud committed by Employee; or (iii) Employee’s conviction
of, admission to, or entry of pleas of no contest to, any felony.



(h) “Change in Control” shall mean (i) a sale by NBC Palm Beach Investment II, Inc.
(the “Call Option Holder”) of that portion of the preferred stock of the Company owned by
the Call Option Holder that, if converted into shares of common stock of the Company, would equal a
majority of the voting stock of the Company, and the conversion of such preferred stock into voting
securities then entitled to vote; (ii) a change in ownership or control of the Company effected
through a transaction or series of transactions whereby any “person” or related “group” of
“persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than
an Affiliate of the Company, directly or indirectly acquires “beneficial ownership” (within the
meaning of Rule 13d-3 under the Exchange Act) of voting securities then entitled to vote of the
Company possessing more than fifty percent (50%) of the total combined voting power of the
Company’s securities outstanding immediately after such acquisition; (iii) the sale or conveyance
of all or substantially all of the assets of the Company; (iv) during any consecutive two-year
period, individuals who at the beginning of such period constituted the Board (together with any
new directors whose election by the Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the Board then in office;
or (v) any other transaction or event resulting in Lowell Paxson no longer being the single voting
majority shareholder of the Company.



(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.



(j) “Commencement Date” shall mean November 7, 2005.



(k) “Common Stock” shall mean the Class A common stock of the Company, par value
$0.001 per share.



(l) “Company” except as otherwise expressly set forth herein, shall have the meaning
set forth in the preamble hereto.



(m) “Competitive Activities” shall mean any business activities, other than radio
broadcasting activities, which are in direct competition with the Company’s main line of business,
terrestrial television broadcasting in the United States of America.



(n) “Confidential Information” shall have the meaning set forth in Section 9(a) below.



(o) “Disability” shall mean any physical or mental disability or infirmity that
results in Employee being “Disabled” within the meaning of Section 409A(a)(2)(C)(i) of the Code.
Any question as to the existence, extent or potentiality of Employee’s Disability upon which
Employee and the Company cannot agree shall be determined by a qualified, independent physician
mutually agreed upon by the Company and Employee. If Employee and the Company cannot agree on such
physician, then Employee and the Company shall each select one physician and those physicians shall
jointly select the physician to make such determination. The determination of any such physician
shall be final and conclusive for all purposes of this Agreement.



(p) “Employee” shall have the meaning set forth in the preamble hereto.



(q) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



(r) “Fair Market Value” shall mean the average closing price per share of Common Stock
on the American Stock Exchange during the ten (10) trading day period immediately preceding the
Commencement Date (for purposes of determining the exercise price of the FMV Options).



(s) “FMV Options” shall have the meaning set forth in Section 4(e) below.



(t) “Good Reason” shall mean, without Employee’s consent, (i) any material diminution
in Employee’s duties, responsibilities, reporting relationship or authorities, including, without
limitation, any failure by the Company to nominate Employee for election to serve on the Board;
(ii) any reduction in Base Salary or target Annual Bonus opportunity; (iii) the relocation of
Employee’s principal place of employment to a location more than thirty (30) miles from the
location set forth in Section 3(c) below; or (iv) any breach by the Company of any material
provision of this Agreement which the Company fails to fully cure within fifteen (15) days from
receipt of written notice setting forth the specifics of such breach. Notwithstanding the
foregoing, Employee and the Company agree that the following events shall not constitute Good
Reason: (i) the failure of Employee to be elected to the Board after having been nominated by the
Company to serve on the Board, and (ii) any modification to Employee’s duties, responsibilities,
reporting relationship or authorities that results in Employee having reduced or no responsibility
for the Legal, Finance and/or Programming operations of the Company and its subsidiaries.



(u) “New Call Option” shall mean the new option to purchase a controlling interest in
the Company granted to the Call Option Holder pursuant to that certain Call Agreement, dated as of
November 7, 2005, by and among Mr. Lowell W. Paxson, Second Crystal Diamond Limited Partnership,
and Paxson Enterprises, Inc. and the Call Option Holder.



(v) “Options” shall have the meaning set forth in Section 4(e) below.



(w) “Parachute Excise Tax” shall mean any tax imposed under Section 4999 of the Code
or any similar tax that may hereafter be imposed.



(x) “Payment” shall mean any payment or benefit made or provided to Employee under
this Agreement or under any other plan, program or agreement of the Company or its Affiliates.



(y) “Person” shall mean any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust (charitable or non-charitable),
unincorporated organization or other form of business entity.



(z) “Restricted Area” means any Nielsen Designated Market Area within the United
States of America or any other jurisdiction in which the Company or its subsidiaries engage (or has
committed plans to engage) in the television broadcasting business during the Term of Employment,
or, following termination of Employee’s employment, was engaged in such business (or had committed
plans to engage) at the time of such termination of employment.



(aa) “Restricted Period” shall mean the period commencing on the Commencement Date and
ending on the second anniversary of Employee’s termination of employment hereunder for any reason.



(bb) “RSUs” shall have the meaning set forth in Section 4(d) below.



(cc) “Severance Amount” shall mean (i) in the event of Employee’s termination of
employment with the Company by reason of his death or Disability, the amount of his annual Base
Salary as in effect at the time of such termination, and (ii) in the event of Employee’s
termination of employment by the Company without Cause or by Employee with Good Reason, or upon
expiration of the Term of Employment following the Company’s failure to make the bona fide renewal
offer described in Section 7(g), an amount equal to four (4.0) times his annual Base Salary as in
effect at the time of such termination.



(dd) “Severance Term” shall mean the two (2) year period following the date of
Employee’s termination of employment hereunder.



(ee) “Stockholder Agreement” shall mean the Amended and Restated Stockholder Agreement
Dated as of November 7, 2005 among the Company, NBC Universal, Inc., Mr. Lowell W. Paxson, Second
Crystal Diamond Limited Partnership and Paxson Enterprises, Inc.



(ff) “Target EBITDA” shall mean such Earnings before Interest, Taxes, Depreciation and
Amortization, as developed by the management of the Company in connection with the annual budget
process and reviewed and approved by the Compensation Committee of the Board annually prior to the
commencement of the second fiscal quarter of the fiscal year to which the Target EBITDA relates.
For fiscal year 2005, Target EBITDA shall be determined in the manner set forth in the resolutions
of the Compensation Committee of the Board dated June 10, 2005.



(gg) “Term of Employment” shall mean the period specified in Section 2 below.



Section 2. Acceptance and Term of Employment.



The Company agrees to continue to employ Employee and Employee agrees to continue to serve the
Company on the terms and conditions set forth herein. The Term of Employment shall commence on the
Commencement Date and shall continue, subject to Section 7 hereof, through the third (3rd)
anniversary of the Commencement Date. The Agreement shall be automatically renewed for one-year
terms upon expiration of the Term of Employment, unless either the Company or Employee provides the
other party with written notice of non-renewal not later than four (4) months prior to the
expiration of the Term of Employment or expiration of the current one-year renewal period.



Section 3. Position, Duties and Responsibilities; Place of Performance.



(a) During the Term of Employment, Employee shall be employed and serve as the President and
Chief Operating Officer of the Company and shall have such duties typically associated with such
title, including, without limitation, supervising operations and management of the Company and its
subsidiaries. Employee shall continue to serve on the Board as of the Commencement Date, and shall
be nominated by the Company to serve as a member of the Board after his current term on the Board
expires and as necessary thereafter to allow Employee to serve on the Board during the Term of
Employment, in each case, without additional compensation. Employee also agrees to serve as an
officer and/or director of the Company or any subsidiary of the Company, in each case without
additional compensation. Employee shall report directly to the Chief Executive Officer. Employee
agrees to comply with any of the Company’s written policies, including payola, plugola and
conflicts of interest. Notwithstanding the foregoing, in addition to the duties and
responsibilities set forth in this Section 3(a), Employee shall have the duties and
responsibilities of the principal executive officer of the Company only for that period beginning
on the Commencement Date and ending immediately after the complete and final filing of the
Company’s Form 10-Q for the fiscal quarter ended September 30, 2005.



(b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his
full business time, attention, and efforts to the performance of his duties under this Agreement
and shall not engage in any other business or occupation during the Term of Employment, including,
without limitation, any activity that (x) conflicts with the interests of the Company or its
subsidiaries, (y) interferes with the proper and efficient performance of his duties for the
Company, or (z) interferes with the exercise of his judgment in the Company’s best interests.
Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the
prior written consent of the Board, as a member of the board of directors or advisory boards (or
their equivalents in the case of a non-corporate entity) of non-competing businesses, (ii) engaging
in charitable activities and community affairs, including serving as a member of the board of
directors or advisory boards of charitable organizations, industry trade associations, condominiums
or cooperatives, and (iii) subject to the terms and conditions set forth in Section 9 hereof,
managing his personal investments and affairs; provided, however, that the
activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to
materially interfere, individually or in the aggregate, with the performance of his duties and
responsibilities hereunder. Provided that such activities do not materially interfere with
Employee’s duties for the Company, Employee shall be permitted to (A) continue acting as Managing
Partner for Oak Feed Real Estate, LLC (a real estate holding company) and for Aquatic Carpenter LLC
(a boat and auto holding company), and (B) invest in one or more radio stations and to serve as a
member of the board of directors (or other governing body) of any such radio stations.



(c) Employee’s principal place of employment shall be in West Palm Beach, Florida, although
Employee understands and agrees that he may be required to travel from time to time for business
reasons.



Section 4. Compensation. During the Term of Employment, Employee shall be entitled to the
following compensation:



(a) Base Salary. Employee shall be paid an annualized Base Salary, payable in
accordance with the regular payroll practices of the Company, of not less than $800,000, subject to
increase, if any, as may be determined by the Chief Executive Officer and approved in writing by
the Compensation Committee of the Board, but not to decrease from the then current Base Salary.



(b) Annual Bonus. Employee shall be entitled to an annual incentive bonus award equal
to a maximum amount of one hundred percent (100%) of Base Salary in respect of each fiscal year
during the Term of Employment (the “Annual Bonus”). Sixty-five percent (65%) of the Annual
Bonus shall be payable based upon achievement of Target EBITDA of the Company for each such fiscal
year, and thirty-five percent (35%) of the Annual Bonus shall be payable based upon achievement of
other individual performance objectives or such other mix of metrics as may be mutually agreed to
by the Compensation Committee of the Board and Employee from time to time in the future. The
maximum percentage of Base Salary payable as an Annual Bonus pursuant to this subsection 3(b)
(currently 100%) may be increased in future fiscal years at the discretion of the Board, but shall
not be decreased below 100% of Base Salary. The Annual Bonus shall be paid to Employee at the same
time as annual bonuses are generally payable to other senior executives of the Company, but in no
event later than the date which is two and one-half (2 1/2) months following the end of the fiscal
year to which such Annual Bonus relates.



Notwithstanding anything to the contrary contained herein, the Annual Bonus described
hereunder shall be effective for fiscal year 2006 and the Annual Bonus terms effective for Employee
for fiscal year 2005 as set forth in any superseded employment agreement or other arrangement,
shall remain effective and are hereby incorporated herein in their entirety. Such Annual Bonus for
fiscal year 2005 shall be determined based on Employee’s Base Salary actually paid during 2005, as
opposed to the level of Base Salary in effect at the beginning or at the end of such fiscal year.



With respect to the sixty five percent (65%) of the Annual Bonus payable based upon
achievement of Target EBITDA, the Company shall provide for partial payment of such bonus in the
event Target EBITDA is not met for the 2005 fiscal year and future fiscal years (but a specified
percentage of Target EBITDA is attained) in a manner no less favorable than the methodology adopted
by the Compensation Committee of the Board in its resolutions dated June 10, 2005.



(c) Signing and Retention Bonus. Upon the execution of this Agreement, the Company
shall pay Employee a lump-sum amount equal to $1,500,000. Employee shall also be entitled to a
retention bonus pursuant to the Company executive retention bonus plan adopted by the Board on
October 14, 2005. Such retention bonus shall be determined based on Employee’s Base Salary in
effect at the end of the fiscal year 2005.



(d) Restricted Stock Units. Effective as of the Commencement Date, Employee shall be
granted 333,333 restricted stock units (the “RSUs”) with a purchase price of $0.01 per RSU,
where each RSU notionally represents one share of Common Stock. Twenty-five percent (25%) of the
RSUs shall vest on each of the eighteenth (18th) month, twenty-fourth (24th)
month, thirty-sixth (36th) month and forty-eighth (48th) month anniversaries
of the Commencement Date, subject to Employee’s continued employment through the applicable vesting
date and acceleration of vesting upon termination of employment hereunder as provided in Section 7
hereof. Vested RSUs shall be settled by payment of the purchase price and delivery of the number
of shares of Common Stock underlying such vested RSUs upon the earlier to occur of (i) Employee’s
termination of employment hereunder for any reason, or (ii) upon the forty-eighth (48th)
month anniversary of the Commencement Date; provided, however, Employee may satisfy
the purchase price and the minimum statutory tax withholding obligation associated with the
settlement of the RSUs by having the Company withhold shares of Common Stock otherwise deliverable
to him upon such settlement.



(e) Stock Options. Effective as of the Commencement Date, Employee shall be granted
options to purchase an aggregate of 666,667 shares of Common Stock (the “Options”).
Options covering 333,334 shares of Common Stock (the “FMV Options”) shall have an exercise
price per share equal to Fair Market Value, and the remaining Options covering 333,333 shares of
Common Stock shall have an exercise price equal to $1.25 per share. The Options shall vest in
equal installments on each of the eighteenth (18th) month, twenty-fourth
(24th) month, thirty-sixth (36th) month and forty-eighth (48th)
month anniversaries of the Commencement Date, subject to Employee’s continued employment through
the applicable vesting date and acceleration of vesting upon termination of employment hereunder as
provided in Section 7 hereof. The Options shall expire on the seventh (7th) anniversary
of the Commencement Date, subject to earlier expiration upon termination of Employee’s employment,
as follows:




(i) Upon Employee’s termination of employment by reason of Employee’s death or
Disability, vested Options shall expire on the forty-eight (48) month anniversary of the
date of such termination;




(ii) Upon Employee’s termination of employment (A) by the Company without Cause, or (B)
by Employee with Good Reason, vested Options shall expire on the forty-eight (48) month
anniversary of the date of such termination;




(iii) Upon expiration of the Term of Employment following the Company’s failure to make
a bona fide renewal offer to Employee as described in Section 7(g), vested Options shall
expire on the forty eight (48) month anniversary of the date of such termination;




(iv) Upon Employee’s termination of employment for any reason not described in
subsections (i), (ii) or (iii) above, vested Options shall expire ninety (90) days following
the date of such termination.



Employee may satisfy the applicable exercise price and any minimum statutory tax withholding
obligation associated with the exercise of the Options by having the Company withhold shares of
Common Stock otherwise deliverable to him upon such exercise.



(f) Additional RSUs. Effective as of the Commencement Date, Employee shall be granted
an additional 1.0 million RSUs, with a purchase price of $0.01 per RSU, under the Paxson
Communications Corporation 1998 Stock Incentive Plan (the “Plan”). Twenty percent (20%)
shall vest on each of the twelve (12) month, twenty-four (24) month, thirty-six (36) month,
forty-eight (48) month and sixty (60) month anniversaries of the Commencement Date, subject to
acceleration of vesting upon termination of employment hereunder as provided in Section 7 hereof.
Such RSUs, to the extent vested, shall be settled by payment of the purchase price and delivery of
the number of shares of Common Stock underlying such vested RSUs upon the earlier to occur of (i)
Employee’s termination of employment hereunder for any reason, or (ii) upon the sixty (60) month
anniversary of the Commencement Date; provided, however, Employee may satisfy the
purchase price and the minimum statutory tax withholding obligation associated with settlement of
the RSUs by having the Company withhold shares of Common Stock otherwise deliverable to him upon
such settlement.



(g) Restrictions on Common Stock; Voting Agreement. The RSUs and the Options shall be
documented in award agreements. No provision of any such award agreement, or of any plan document
under which such awards are made, shall contravene, limit, reduce or otherwise adversely affect any
rights of Employee under this Agreement, and in the event of any inconsistency between this
Agreement and any such award agreement or plan document, the provisions of this Agreement shall
govern. Notwithstanding the foregoing, each such award agreement shall provide that shares of
Common Stock acquired upon settlement of RSUs and/or exercise of Options shall be subject to the
transferability and voting restrictions attached hereto as Schedule A. Employee shall be
entitled to the RSU and Option awards described in this Agreement (subject to the transferability
and voting restrictions described in Schedule A) notwithstanding any delay or failure to
document such awards in formal award agreements.



In addition, and notwithstanding any provision set forth in this Agreement or any applicable
equity compensation plan or agreement, in the event that the Call Option Holder, or its permitted
transferee, as applicable, is obligated to commence or does commence a tender offer for all or any
part of the Company’s equity securities within 18 months of the date hereof as contemplated under
the Stockholder Agreement (a “Tender Offer”), Employee hereby agrees (i) not to
participate in and/or to tender any shares of Common Stock received by Employee upon any prior
exercise of Options or settlement of RSUs into any such Tender Offer, and (ii) prior to the earlier
of (A) the closing of such Tender Offer or (B) sixty (60) days following the commencement of such
Tender Offer, not to transfer any such shares to any Person, except pursuant to a testamentary
instrument or the laws of descent and distribution, and then, only to a Person who shall agree to
be bound by the terms hereof to the same extent as Employee was bound. No amendment to the
Stockholder Agreement shall extend the restriction period described in this paragraph.



Section 5. Employee Benefits.



(a) General. During the Term of Employment, Employee shall be entitled to participate
in any current and future health insurance, retirement and other perquisites and benefits on a
basis no less favorable than made available to other senior executives of the Company from time to
time. Employee shall also be entitled to a number of holidays, vacation and sick days on a basis
no less favorable than made available to other senior executives of the Company, in accordance with
the Company policy in effect from time to time. Employee shall also be entitled to use the
Company’s airplane for (i) business travel, and (ii) personal travel if and to the extent the
airplane is not otherwise being used for Company business, provided that Employee shall be required
to reimburse the Company for the cost of fuel and the cost of the pilot for any such personal
travel. The determination of whether use of the Company airplane is for business or personal
travel shall be made in accordance with policies established by the Chief Executive Officer and
approved by the Compensation Committee of the Board.



(b) Deferred Compensation. During the Term of Employment, Employee shall be permitted
to continue participation in the Supplemental Executive Retirement Plan (the “SERP”),
including the Company’s contributions thereto, in accordance with the terms of the SERP, as in
effect from time to time.



Section 6. Reimbursement of Business Expenses.



Employee is authorized to incur reasonable business expenses in carrying out his duties and
responsibilities under this Agreement and the Company shall promptly reimburse him for all such
reasonable business expenses incurred in connection with carrying out the business of the Company,
subject to documentation in accordance with the Company’s policy, as in effect from time to time.
Notwithstanding the Company’s travel policy, Employee shall be entitled to travel in business
class, or if unavailable, first class, on any business travel reimbursable by the Company.



Section 7. Termination of Employment.



(a) General. The Term of Employment shall terminate upon the earliest to occur of (i)
Employee’s death, (ii) a termination by reason of a Disability, (iii) a termination by the Company
with or without Cause, or (iv) a termination by Employee with or without Good Reason. Upon any
termination of Employee’s employment for any reason, except as may otherwise be requested by the
Company in writing and agreed upon in writing by Employee, Employee shall resign from any and all
directorships, committee memberships or any other positions Employee holds with the Company or any
of its subsidiaries.



(b) Termination due to Death or Disability. Employee’s employment shall terminate
automatically upon his death. The Company may terminate Employee’s employment immediately upon the
occurrence of a Disability, such termination to be effective upon Employee’s receipt of written
notice of such termination. In the event Employee’s employment is terminated due to his death or
Disability, Employee or his estate or his beneficiaries, as the case may be, shall be entitled to:




(i) The Accrued Obligations;




(ii) A pro rata Annual Bonus (determined based on actual performance for the year of
Employee’s termination in accordance with Section 4(b) hereof) based on the number of days
elapsed from the commencement of such fiscal year through and including the date of such
termination, such amount to be paid at the same time as annual bonuses for the year of
termination are generally payable to other senior executives of the Company, but in no event
later than the date which is two and one-half (2 1/2) months following the end of the fiscal
year to which such Annual Bonus relates;




(iii) Vesting, immediately prior to such termination, in any RSUs and Options which
have not previously vested; and




(iv) A lump-sum payment, within the later of five (5) days after such termination or
the expiration of the seven (7) day revocation period for the general release described in
Section 7(h), equal to the Severance Amount.



(c) Termination by the Company for Cause.




(i) A termination for Cause shall not take effect unless the provisions of this
subsection (i) are complied with. Employee shall be given not less than fifteen (15) days
written notice by the Board of the intention to terminate his employment for Cause, such
notice to state in detail the particular act or acts or failure or failures to act that
constitute the grounds on which the proposed termination for Cause is based. Employee shall
have fifteen (15) days after the date that such written notice has been given to Employee in
which to cure such act or acts or failure or failures to act, to the extent such cure is
possible. If he fails to cure such act or acts or failure or failures to act, the
termination shall be effective on the date immediately following the expiration of the
fifteen (15) day notice period. If cure is not possible, the termination shall be effective
on the date of receipt of such notice by Employee.




(ii) In the event the Company terminates Employee’s employment for Cause, he shall be
entitled only to the Accrued Obligations.



(d) Termination by the Company without Cause. The Company may terminate Employee’s
employment at any time without Cause, effective upon Employee’s receipt of written notice of such
termination. In the event Employee’s employment is terminated by the Company without Cause (other
than due to death or Disability), Employee shall be entitled to:




(i) The Accrued Obligations;




(ii) A pro rata Annual Bonus (determined based on actual performance for the year of
Employee’s termination in accordance with Section 4(b) hereof) based on the number of days
elapsed from the commencement of such fiscal year through and including the date of such
termination, such amount to be paid at the same time as annual bonuses for the year of
termination are generally payable to other senior executives of the Company, but in no event
later than the date which is two and one-half (2 1/2) months following the end of the fiscal
year to which such Annual Bonus relates;




(iii) A lump-sum payment, within the later of five (5) days after such termination or
the expiration of the seven (7) day revocation period for the general release described in
Section 7(h), equal to the Severance Amount;




(iv) Continuation of the health benefits provided to Employee and his covered
dependants under the Company health plans as in effect from time to time after the date of
such termination at the same cost applicable to active employees until the earlier of: (A)
the expiration of the Severance Term, or (B) the date Employee commences employment with any
person or entity and, thus, is eligible for health insurance benefits; provided,
however, that as a condition of continuation of such benefits, the Company may
require employee to elect to continue his health insurance pursuant to COBRA; and




(v) Vesting, immediately prior to such termination, in any RSUs and Options which have
not previously vested.



(e) Termination by Employee with Good Reason. Employee may terminate his employment
with Good Reason by providing the Company fifteen (15) days’ written notice setting forth in
reasonable specificity the event that constitutes Good Reason, which written notice, to be
effective, must be provided to the Company within sixty (60) days of the occurrence of such event.
During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and
if not cured within such period, Employee’s termination will be effective upon the date immediately
following the expiration of the fifteen (15) day notice period, and Employee shall be entitled to
the same payments and benefits as provided in Section 7(d) above for a termination without Cause.



(f) Termination by Employee without Good Reason. Employee may terminate his
employment without Good Reason by providing the Company thirty (30) days’ written notice of such
termination. In the event of a termination of employment by Employee under this Section 7(f),
Employee shall be entitled only to the Accrued Obligations. In the event of termination of
Employee’s employment under this Section 7(f), the Company may, in its sole and absolute
discretion, by written notice accelerate such date of termination and still have it treated as a
termination without Good Reason.



(g) Termination upon Expiration of the Term of Employment. In the event that
Employee’s employment with the Company terminates upon the expiration of the Term of Employment,
Employee shall be entitled to the Accrued Obligations. In addition, if prior to such expiration of
the Term of Employment, the Company fails to make Employee a bona fide offer to renew Employee’s
employment for not less than one (1) additional year on substantially the same economic terms as
provided in this Agreement (excluding the signing bonus, RSUs and Option grants made in connection
with the Commencement Date), the Company shall pay Employee, within the later of five (5) days
after such termination or the expiration of the seven (7) day revocation period for the general
release described in Section 7(h):




(i) A pro rata Annual Bonus (determined based on actual performance for the year of
Employee’s termination in accordance with Section 4(b) hereof) based on the number of days
elapsed from the commencement of such fiscal year through and including the date of such
termination, such amount to be paid at the same time as annual bonuses for the year of
termination are generally payable to other senior executives of the Company, but in no event
later than the date which is two and one-half (2 1/2) months following the end of the fiscal
year to which such Annual Bonus relates;




(ii) Vesting, immediately prior to such termination, in any RSUs and Options which have
not previously vested; and




(iii) A lump-sum payment equal to the Severance Amount.



(h) Release. Any payments due to Employee under Sections 7(b)(iii) and (iv) (in the
case of Disability), Sections 7(d) or 7(e) (other than the Accrued Obligations) or Section 7(g)
hereof shall be conditioned upon Employee’s execution of customary general release of claims in the
form attached hereto as Exhibit A.



Section 8. Reduction in Payments



(a) Change in Control Payments. In the event that any Payment becomes subject to the
Parachute Excise Tax, the Company shall reduce the aggregate present value of such Payment to an
amount equal to 299% of Employee’s “base amount”, within the meaning of Section 280G of the Code,
but only to the extent the after-tax value of such amount received by Employee after application of
the above reduction would exceed the after-tax value of the amount received by Employee without
application of such reduction.



(b) Determinations. The determination of whether any Payment will be subject to the
Parachute Excise Tax shall be made by the Auditor. The method for reducing the value of any
Payment subject to the Parachute Excise Tax shall be subject to approval by Employee, such approval
not to be unreasonably withheld. All fees and expenses of the Auditor shall be borne solely by the
Company.



Section 9. Restrictive Covenants. Employee acknowledges and agrees that (A) the agreements
and covenants contained in this Section 9 are (i) reasonable and valid in geographical and temporal
scope and in all other respects, and (ii) essential to protect the value of the Company’s business
and assets, and (B) by his employment with the Company, Employee will obtain knowledge, contacts,
know-how, training and experience and there is a substantial probability that such knowledge,
know-how, contacts, training and experience could be used to the substantial advantage of a
competitor of the Company and to the Company’s substantial detriment. For purposes of this Section
9, references to the Company shall be deemed to include its subsidiaries.



(a) Confidential Information. At any time during and after the end of the Term of
Employment, without the prior written consent of the Board, except to the extent required by an
order of a court having jurisdiction or under subpoena from an appropriate government agency, in
which event, Employee shall, to the extent legally permitted, consult with the Board prior to
responding to any such order or subpoena, and except as he in good faith believes necessary in the
performance of his duties hereunder, Employee shall not disclose to or use for the benefit of any
third party any confidential or proprietary trade secrets, customer lists, drawings, designs,
information regarding product development, marketing plans, sales plans, management organization
information, operating policies or manuals, business plans, financial records, packaging design or
other financial, commercial, business or technical information (i) relating to the Company, or (ii)
that the Company may receive belonging to suppliers, customers or others who do business with the
Company as a result of his position with the Company (collectively, “Confidential
Information”). Employee’s obligation under this Section 9(a) shall not apply to any
information that is in the public domain or hereafter enters the public domain, in each case
without the breach by Employee of this Section 9(a).



(b) Non-Competition. Employee covenants and agrees that during the Restricted Period,
Employee shall not, directly or indirectly, individually or jointly, own any interest in, operate,
join, control or participate as a partner, director, principal, officer, or agent of, enter into
the employment of, act as a consultant to, or perform any services for any Person (other than the
Company), that engages in any Competitive Activities within the Restricted Area. Notwithstanding
anything herein to the contrary, this Section 9(b) shall not prevent Employee from (i) acquiring as
an investment securities representing not more than three percent (3%) of the outstanding voting
securities of any publicly-held corporation or from being a passive investor in any mutual fund,
hedge fund, private equity fund or similar pooled account so long as Employee’s interest therein is
less than three percent (3%) and he has no role in selecting or managing investments thereof, or
(ii) accepting employment with any entity whose business is diversified but which engages in
Competitive Activities, so long as (A) Employee shall not, directly or indirectly, render services
or assistance to any division or part of such entity that is in any way engaged in Competitive
Activities, and (B) the Company shall have received, prior to Employee rendering services to or
assisting such entity, written assurances reasonably satisfactory to the Company from such entity
that Employee shall not, directly or indirectly, render services or assistance to any division or
part of such entity that is in any way engaged in Competitive Activities.



(c) Noninterference. Employee covenants and agrees that during the Restricted Period,
Employee shall not, directly or indirectly, whether as sole proprietor, partner, lessor, venturer,
stockholder, director, officer, employee, consultant or in any other capacity as principal or agent
or through any person, subsidiary, affiliate or employee acting as nominee or agent, engage or
participate in any of the following actions: (i) influencing any person or entity who is a
contracting party with the Company to terminate any written or oral agreement with the Company; or
(ii) hiring for employment or as an independent contractor any person who is actively employed (or
in the preceding six months was actively employed) by the Company or influencing any such person to
terminate employment with the Company; provided, however, that Employee’s direct or
indirect publication of a general advertising that is not targeted at employees of the Company
shall not constitute “influencing” for purposes of this subsection (c).



(d) Return of Documents. In the event of the termination of Employee’s employment for
any reason, Employee shall deliver to the Company all of (i) the property of the Company, and (ii)
the documents and data of any nature and in whatever medium of the Company, and he shall not take
with him any such property, documents or data or any reproduction thereof, or any documents
containing or pertaining to any Confidential Information.



(e) Blue Pencil. If any court of competent jurisdiction shall at any time deem the
duration or the geographic scope of any of the provisions of this Section 9 unenforceable, the
other provisions of this Section 9 shall nevertheless stand and the duration and/or geographic
scope set forth herein shall be deemed to be the longest period and/or greatest size permissible by
law under the circumstances, and the parties hereto agree that such court shall reduce the time
period and/or geographic scope to permissible duration or size.



Section 10. Breach of Restrictive Covenants.



Without limiting the remedies available to the Company, Employee acknowledges that a breach of
any of the covenants contained in Section 9 hereof may result in material irreparable injury to the
Company or its subsidiaries for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event of such a breach or
threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a
preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as
a result of such breach or threatened breach of Section 9 hereof, restraining Employee from
engaging in activities prohibited by Section 9 hereof or such other relief as may be required
specifically to enforce any of the covenants in Section 9 hereof. Notwithstanding any other
provision to the contrary, the Restricted Period shall be tolled during any period of violation of
any of the covenants in Section 9(b) or 9(c) hereof and during any other period required for
litigation during which the Company seeks to enforce such covenants against Employee or another
Person with whom Employee is affiliated if it is ultimately determined that Employee was in breach
of such covenants.



Section 11. Representations and Warranties.



(a) Employee represents and warrants to the Company that:




(i) Employee’s employment will not conflict with or result in his breach of any
agreement to which he is a party or otherwise may be bound;




(ii) Employee has not violated, and in connection with his employment with the Company
will not violate, any non-solicitation, non-competition or other similar covenant or
agreement of a prior employer by which he is or may be bound; and




(iii) In connection with Employee’s employment with the Company, he will not use any
confidential or proprietary information that he may have obtained in connection with
employment with any prior employer; and




(iv) Employee has not (A) been convicted of any felony; (B) committed any criminal act
with respect to Employee’s current or any prior employment (including any criminal act
involving a violation of the Communications Act of 1934, as amended, or regulations
promulgated by the FCC; or (C) knowingly committed any act that materially threatened to
result in suspension, revocation or adverse modification of any FCC license of any broadcast
station or which subjected any broadcast station to fine or forfeiture; and




(v) Employee is not dependent on alcohol or the illegal use of drugs. Employee
recognizes that Company shall have the right to conduct random drug testing of its employees
and that Employee may be called upon in such a manner.



Section 12. Indemnification



The Company agrees to indemnify and hold Employee harmless to the fullest extent permitted by
the laws of the State of Delaware and the Company’s governing documents, in each case as in effect
at the time of the subject act or omission; provided, that in no event shall Employee’s
indemnification rights at any time be less favorable than the indemnification rights available to
any officer or director of the Company. In connection therewith, Employee shall be entitled to the
protection of any insurance policies which the Company elects to maintain generally for the benefit
of the Company’s directors and officers, against all costs, charges and expenses whatsoever
incurred or sustained by Employee in connection with any action, suit or proceeding to which he may
be made a party by reason of his being or having been a director, officer or employee of the
Company. This provision shall survive any termination of Employee’s employment hereunder.



Section 13. Taxes.



The Company may withhold from any payments made under this Agreement all applicable taxes,
including but not limited to income, employment and social insurance taxes, as shall be required by
law.



Section 14. No Mitigation or Set Off.



The Company’s obligation to pay Employee the amounts provided and to make the arrangements
provided hereunder shall not be subject to set-off, or counterclaim and Employee shall not be
required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking
other employment or otherwise and the amount of any payment provided for pursuant to this Agreement
shall not be reduced by any compensation earned as a result of Employee’s other employment or
otherwise (except as permitted in Section 7(d)(iv) hereof).



Section 15. Successors and Assigns; No Third-Party Beneficiaries.



(a) The Company. This Agreement shall inure to the benefit of and be enforceable by,
and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s
business or assets or any successor to the Company (whether direct or indirect, by purchase,
merger, consolidation or otherwise). The Company will require, in a writing delivered to Employee,
any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform it if no
such purchase, succession or assignment had taken place. The Company may make no other assignment
of this Agreement or its obligations hereunder.



(b) Employee. Employee’s rights and obligations under this Agreement shall not be
transferable by Employee by assignment or otherwise, without the prior written consent of the
Company; provided, however, that if Employee shall die, all amounts then payable to
Employee hereunder shall be paid in accordance with the terms of this Agreement to Employee’s
devisee, legatee or other designee or, if there be no such designee, to Employee’s estate.



(c) No Third-Party Beneficiaries. Except as otherwise set forth in Section 7(b) or
Section 15(b) hereof, nothing expressed or referred to in this Agreement will be construed to give
any Person other than the Company and Employee any legal or equitable right, remedy or claim under
or with respect to this Agreement or any provision of this Agreement.



Section 16. Waiver and Amendments.



Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall
be valid only if made in writing and signed by each of the parties hereto; provided,
however, that any such waiver, alteration, amendment or modification is consented to on the
Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder
shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.



Section 17. Severability.



If any covenants or other provisions of this Agreement are found to be invalid or
unenforceable by a final determination of a court of competent jurisdiction: (a) the remaining
terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or
provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or provision
hereof.



Section 18. Governing Law.



THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.



Section 19. Dispute Resolution.



Any controversy arising out of or relating to this Agreement or the breach hereof (other than
claims for injunctive relief pursuant to Section 10 hereof) shall be settled by binding arbitration
in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association
(before a single arbitrator) and judgment upon the award rendered may be entered in any court
having jurisdiction thereof. Each party shall bear its own costs (including attorneys’ fees) of
any such arbitration proceedings; provided that if Employee prevails on at least one
material issue in connection with such arbitration proceedings, the Company shall reimburse
Employee for a percentage of all reasonable costs and expenses (including attorneys’ fees) incurred
by Employee in such arbitration proceedings, based upon the number of material issues Employee
prevails on over the total number of material issues raised in such arbitration proceedings. The
location for the arbitration shall be West Palm Beach, Florida. Any award made by such arbitrator
shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction thereof.



Section 20. Notices.



(a) Every notice or other communication relating to this Agreement shall be in writing, and
shall be mailed to or delivered to the party for whom it is intended at such address as may from
time to time be designated by it in a notice mailed or delivered to the other party as herein
provided, provided that, unless and until some other address be so designated, all notices
or communications by Employee to the Company shall be mailed or delivered to the Company at its
principal executive office, and all notices or communications by the Company to Employee may be
given to Employee personally or may be mailed to Employee at Employee’s last known address, as
reflected in the Company’s records.



(b) Any notice so addressed shall be deemed to be given: (i) if delivered by hand, on the
date of such delivery; (ii) if mailed by courier or by overnight mail, on the first business day
following the date of such mailing; and (iii) if mailed by registered or certified mail, on the
third business day after the date of such mailing.



(c) A copy of every notice to Employee shall be delivered to:



	 	 	 
	Steven B. Lapidus

	 	

	 
	 	 
	Greenberg, Traurig, P.A.

	 
	 	 
	1221Brickell Avenue

Miami, FL 33131

Section 21.

	 	



Section Headings.






The headings of the sections and subsections of this Agreement are inserted for convenience
only and shall not be deemed to constitute a part thereof, affect the meaning or interpretation of
this Agreement or of any term or provision hereof.



Section 22. Entire Agreement.



This Agreement constitutes the entire understanding and agreement of the parties hereto
regarding the employment of Employee. This Agreement supersedes all prior negotiations,
discussions, correspondence, communications, understandings and agreements between the parties
relating to the subject matter of this Agreement.



Section 23. Survival of Operative Sections.



Upon any termination of Employee’s employment, the provisions of Section 7 through Section 25
of this Agreement (together with any related definitions set forth in Section 1 hereof) shall
survive to the extent necessary to give effect to the provisions thereof.



Section 24. 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. The
execution of this Agreement may be by actual or facsimile signature.



Section 25. Delay in Payment.



Notwithstanding any provision in this Agreement to the contrary, any payment otherwise
required to be made hereunder to Employee at any date as a result of the termination of the Term of
Employment shall be delayed for such period of time as may be necessary to meet the requirements of
section 409A(a)(2)(B)(i) of the Code. On the earliest date on which such payments can be made
without violating the requirements of section 409A(a)(2)(B)(i) of the Code, there shall be paid to
Employee (or if Employee has died, to his estate), in a single cash lump-sum, an amount equal to
the aggregate amount of all payments delayed pursuant to the preceding sentence.



* * *




[Signatures to appear on the following page.]






1






IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.




PAXSON COMMUNICATIONS CORPORATION




/s/ Richard Garcia

Name: Richard Garcia

Title: Senior Vice President and Chief

Financial Officer





DEAN M. GOODMAN




/s/ Dean M. Goodman



2




Exhibit A




Form of Release




GENERAL RELEASE OF CLAIMS




1. Dean M. Goodman (“Employee”), for himself and his family, heirs, executors,
administrators, legal representatives and their respective successors and assigns, in exchange for
the consideration received pursuant to Sections 7(b)(iii) and (iv) (in the case of Disability),
Sections 7(d) or 7(e) (other than the Accrued Obligations) or Section 7(g)(i) or (ii) of the
Employment Agreement to which this release is attached as Exhibit A (the “Employment
Agreement”), does hereby release and forever discharge Paxson Communications Corporation (the
“Company”), its subsidiaries, affiliated companies, successors and assigns, and its current
or former directors, officers, employees, shareholders or agents in such capacities (collectively
with the Company, the “Released Parties”) from any and all actions, causes of action,
suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing
whatsoever, whether known or unknown including, but not limited to, all claims under any applicable
laws arising under or in connection with Employee’s employment or termination thereof, whether for
tort, breach of express or implied employment contract, wrongful discharge, intentional infliction
of emotional distress, or defamation or injuries incurred on the job or incurred as a result of
loss of employment. Employee acknowledges that the Company encouraged him to consult with an
attorney of his choosing, and through this General Release of Claims encourages him to consult with
his attorney with respect to possible claims under the Age Discrimination in Employment Act
(“ADEA”) and that he understands that the ADEA is a Federal statute that, among other
things, prohibits discrimination on the basis of age in employment and employee benefits and
benefit plans. Without limiting the generality of the release provided above, Employee expressly
waives any and all claims under ADEA that he may have as of the date hereof. Employee further
understands that by signing this General Release of Claims he is in fact waiving, releasing and
forever giving up any claim under the ADEA as well as all other laws within the scope of this
paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this
paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to
enforce rights arising under, or any claim for benefits which may be due Employee pursuant to, the
Employment Agreement, (ii) any rights or claims that may arise as a result of events occurring
after the date this General Release of Claims is executed, (iii) any indemnification rights
Employee may have as a former officer or director of the Company or its subsidiaries or affiliated
companies, (iv) any claims for benefits under any directors’ and officers’ liability policy
maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms
of such policy, and (v) any rights as a holder of equity securities of the Company.



2. Employee represents that he has not filed against the Released Parties any complaints,
charges, or lawsuits arising out of his employment, or any other matter arising on or prior to the
date of this General Release of Claims, and covenants and agrees that he will never individually or
with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings
with any governmental agency, or against the Released Parties with respect to any of the matters
released by Employee pursuant to paragraph 1 hereof (a “Proceeding”); provided,
however, Employee shall not have relinquished his right to commence a Proceeding to
challenge whether Employee knowingly and voluntarily waived his rights under ADEA.



3. Employee hereby acknowledges that the Company has informed him that he has up to twenty-one
(21) days to sign this General Release of Claims and he may knowingly and voluntarily waive that
twenty-one (21) day period by signing this General Release of Claims earlier. Employee also
understands that he shall have seven (7) days following the date on which he signs this General
Release of Claims within which to revoke it by providing a written notice of his revocation to the
Company.



4. Employee acknowledges that this General Release of Claims will be governed by and construed
and enforced in accordance with the internal laws of the State of Delaware applicable to contracts
made and to be performed entirely within such State.



5. Employee acknowledges that he has read this General Release of Claims, that he has been
advised that he should consult with an attorney before he executes this general release of claims,
and that he understands all of its terms and executes it voluntarily and with full knowledge of its
significance and the consequences thereof.



6. This General Release of Claims shall take effect on the eighth day following Employee’s
execution of this General Release of Claims unless Employee’s written revocation is delivered to
the Company within seven (7) days after such execution.




     


Dean M. Goodman


     , 20     



3




SCHEDULE A




Restrictions on Voting and Transferability of Common Stock




In consideration of the grant to Employee of RSUs and Options, Employee hereby agrees that any
and all shares of Common Stock received by Employee upon settlement of his RSUs and upon exercise
of his Options shall be held subject to the following restrictions upon the voting and the
transferability of all such shares of Common Stock. Capitalized terms not otherwise defined where
used shall have the meanings ascribed thereto in Employee’s Employment Agreement.



1. Restricted Stock Period. The restrictions on the voting and transferability of
shares of Common Stock as provided herein shall begin upon the receipt by Employee of any shares of
Common Stock of the Company in settlement of RSUs and upon exercise of Options and continue until
the first to occur of the following (the “Restricted Stock Period”):



A. The closing of the New Call Option following its exercise by any permissible party
thereto;



B. The closing of the purchase of the securities subject to the New Call Option by the
Company;



C. A Change in Control;



D. The expiration of a twenty-four month period commencing on the next day following the date
of any Investor Call Right Termination (as defined in that certain Call Agreement, dated as of
November 7, 2005, by and among Mr. Lowell W. Paxson, Second Crystal Diamond Limited Partnership,
Paxson Enterprises, Inc, the Call Option Holder, NBC Universal, Inc. and the Company (the “Call
Agreement”));



E. The date on which the Paxson Stockholders (as defined in the Call Agreement) cease for any
reason to hold or have the right to vote shares of voting stock having more than 50% of the Total
Voting Power of all of the outstanding Voting Stock and voting stock equivalents of the Company,
whether such shares of voting stock are issued to such Person or such Person’s Affiliate. For the
purpose of this clause, “Voting Stock” shall mean the shares of the capital stock and any other
securities of the Company having the ordinary power to vote in the election of directors of the
Company, and “Total Voting Power” shall mean the total number of votes which may be cast in the
election of directors of the Company if all securities entitled to vote in the election of such
directors (excluding shares of preferred stock that are entitled to elect directors only upon the
occurrence of customary events of default) are present and voted; and



F. In no event later than the sixty-sixth (66th) month anniversary of the
Commencement Date.



Employee shall be provided with a true and correct copy of the executed Call Agreement, and with
copies of any amendments thereto that are subsequently adopted. In no event shall any subsequent
amendment to the Call Agreement result in a later expiration of the Restricted Stock Period than
what would have been provided in the absence of such amendment. If any such amendments would
result in an earlier expiration of the Restricted Stock Period than what would have been provided
in the absence of such amendment, Employee shall be permitted to rely on such earlier expiration
date.



Employee shall be provided with notice of the occurrence of any of the following events:




	 	a.	 	Exercise of the New Call Option;






	 	b.	 	Closing of the exercise of the New Call Option;






	 	c.	 	Commencement of the Tender Offer as defined in section 4(g) of the Employee’s
Employment Agreement;






	 	d.	 	Closing of the Tender Offer;






	 	e.	 	Investor Call Termination Date, as defined in the Call Agreement;






	 	f.	 	Closing of the Company Stock Purchase Agreement; and






	 	g.	 	Any other event described in clauses A through F above.





2. Voting Restriction. During the Restricted Stock Period, Employee agrees to vote
all shares of Common Stock that are subject to this Agreement at any meeting of the Company’s
stockholders in the same proportions on each matter presented for a vote of the stockholders of the
Company as the holders of Common Stock who are not affiliated with the Company vote on such matter.
Employee will use reasonable efforts to assure that the shares of Common Stock that are subject to
this Agreement are counted as present, in Person or by proxy, at each such meeting of the Company’s
shareholders as is duly called and held during the Restricted Stock Period, and Employee will not
vote, either in person or by proxy, or grant any other Person a proxy to vote, such shares of
Common Stock as are subject to this Agreement in any other way during the Restricted Stock Period.



3. Transfer Restriction. Employee agrees that he will not sell, transfer, pledge or
deliver to any Person any of the shares of Common Stock subject to this Agreement during the
Restricted Stock Period, except pursuant to a testamentary instrument or the laws of descent and
distribution, and then, only to a Person who shall agree to be bound by the terms hereof to the
same extent as Employee was bound.



4. Legend. Employee agrees that the certificates representing the shares of Common
Stock subject to this Agreement may have placed upon them an appropriate legend noting that such
shares are, during the Restricted Stock Period, subject to restrictions on voting and transfer, and
the Company’s transfer agent may be instructed to refuse to transfer any such shares presented for
transfer during the Restricted Stock Period unless to a Person requesting the transfer of such
shares pursuant to a testamentary instrument or the laws of descent and distribution, and then,
only upon receipt of a reasonably appropriate undertaking on the part of such Person to be bound by
the terms hereof.




4