EX-10.2






EXHIBIT 10.2




November 7, 2005



Members of the Board of Directors


Paxson Communications Corporation


601 Clearwater Park Road


West Palm Beach, Florida 33401



Members of the Board:



This letter sets forth our agreement regarding the resignation of my employment and directorships
with Paxson Communications Corporation (“PCC”) and its subsidiaries and affiliates (the
“PCC Group”).



As you know, PCC and I, together with certain other entities, have entered into a Master
Transaction Agreement that contemplates execution and delivery by various parties of certain
documents (collectively with the Master Transaction Agreement, the “Definitive
Documentation”) intended, in part, to restructure certain aspects of PCC’s prior agreements
with NBC Universal, Inc. and certain related entities. This letter agreement is being executed and
delivered immediately following the approval by the Board of Directors of PCC of such restructuring
and certain other transactions contemplated by the Definitive Documentation. As part of that
restructuring and subject to the full execution and delivery of the Definitive Documentation, I
have agreed to resign my employment and other positions with the PCC Group, including, without
limitation, my positions as Chairman, director and Chief Executive Officer of PCC. I hereby submit
that resignation, effective immediately (the “Effective Date”). I am appreciative that the
Board of Directors of PCC has conferred upon me the honorary title of Chairman Emeritus of PCC.



Except as expressly provided in this letter, this letter agreement will terminate and supersede the
terms of my employment agreement with PCC which was entered into as of October 16, 1999, and as
thereafter amended (the “PCC Employment Agreement”). Except as otherwise provided in this
letter agreement, neither the PCC Group nor I will have any further obligations under the terms of
the PCC Employment Agreement.



I further acknowledge and agree that as of the Effective Date, the PCC Group will have no further
obligations to me and I will receive no further payments or benefits of any kind from the PCC Group
under any plan, program, arrangement or otherwise except: (i) as may be provided in the Definitive
Documentation; (ii) payment of any of my base salary earned through the Effective Date, but not yet
paid; (iii) payment by PCC on my behalf of any premiums owed following the Effective Date under any
group medical, dental and disability plans sponsored by the PCC Group in which I will participate
following the Effective Date in accordance with the terms and conditions of the Definitive
Documentation; (iv) the reimbursement of any business expenses incurred by me through the Effective
Date (which have not yet been reimbursed) in accordance with PCC policies for the reimbursement of
business expenses; (v) any Paxson Group Performance Bonus Award that may be payable under Paragraph
4(b) of the PCC Employment Agreement, except that the amount of such bonus shall be pro rated for
the period from January 1, 2005 through the Effective Date, and in the event that any Paxson Group
Performance Bonus Award is payable to me under such Paragraph 4(b), such Award shall be paid on the
date any Paxson Group Performance Bonus Award is paid to other executives of PCC; (vi) a prorated
Individual Performance Bonus Award for 2005 as previously approved by the non-management members of
the PCC Board of Directors in the amount of $287,545.64 and payable on the date Individual Bonus
Awards are paid to other executives of PCC; and (vii) any payments or benefits to which I may be
entitled after the termination of my employment under the terms of any PCC employee benefit plans
in which I participate as of the Effective Date, including but not limited to any deferred
compensation plans, paid in accordance with and subject to the terms and conditions of such plans.



I agree that the terms of the PCC Employment Agreement which are related to my post-employment
obligations, including the terms of Section 10 (relating to certain restrictive covenants), Section
11 (relating to intangible property), Section 12 (relating to arbitration), Section 13 (relating to
indemnification), and Section 14 (relating to certain miscellaneous items), other than Section
14(j), shall be incorporated into this letter agreement by reference and shall continue in full
force and effect following the Effective Date and I will comply with my obligations thereunder.



In consideration of the payments and benefits provided to me under this letter agreement and the
Definitive Documentation, I hereby release and forever discharge, on behalf of myself and my heirs,
executors, administrators, representatives, agents, successors and assigns the PCC Group and each
of their respective officers, employees, directors, stockholders and agents from any and all claims
arising out of my employment relationship with and service as an employee, officer or director of
the PCC Group, and the termination of such relationship or service.



In consideration of my release hereunder, PCC hereby releases and forever discharges me from any
and all claims arising prior to the Effective Date out of my employment relationship with and
service as an employee, officer or director of the PCC Group, and the termination of such
relationship or service.



Sincerely,



/s/ Lowell W. Paxson 


Lowell W. Paxson



AGREED TO AND ACCEPTED:



PAXSON COMMUNICATIONS CORPORATION



	 	 	 	 	 
	By:

	 	/s/ Dean M. Goodman
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Dean M. Goodman

President and Chief Operating Officer