Exhibit 10.1


 


Hearst-Argyle Television, Inc.


300 West 57th Street, 39th
Floor


New York, New York 10019


 


June 27, 2008


 


Mr. Roger
Keating


[ADDRESS
ON FILE]


 


Dear
Roger:


 


This letter constitutes all of the terms of the Employment Agreement
(the “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:   Roger
Keating


 


2.                                       Mailing
Address of Employee:   [ADDRESS ON
FILE]


 


3.                                       Title
of Position; Duties:    Senior
Vice President, Digital Media


 


You agree to carry out the duties assigned to you by the Chief
Executive Officer of Hearst-Argyle. You also agree that Hearst-Argyle has the
right to assign you to other duties consistent with Hearst-Argyle’s needs.


 


4.                                       Length
of Employment.  This
Agreement and your employment will start on July 7, 2008 and continue
through December 31, 2009 (the “Term”) unless terminated earlier as
provided in this Agreement.  You agree
that Hearst-Argyle has the right to terminate your employment and this
Agreement in accordance with Paragraph 8 below. You also understand and agree
that this Agreement may be extended after its expiration date by mutual
agreement pursuant to Paragraph 13.


 


5.                                       Salary.  You will receive a salary for all services
rendered to Hearst-Argyle pursuant to this Agreement as follows:


 

















 


a)                                      $440,000 per
year, prorated for the partial year, from July 7, 2008 through December 31,
2008; and


 


b)                                     $460,000 per
year from January 1, 2009 through December 31, 2009.


 


The salary is subject to applicable withholdings and will be paid
according to Hearst-Argyle’s payroll practices, but not less frequently than
twice a month.  You acknowledge that this
Agreement does not create a contractual right to any overtime payments.


 


In addition it is understood that you are eligible to receive a bonus
that will have a target of 40% of your base salary and a maximum of 75% of your
base salary.  The criteria for the bonus
will be set by the Chief Executive Officer of Hearst-Argyle and/or the
Compensation Committee of the Board of Directors of Hearst-Argyle, at their
sole discretion.  For the period from July 7,
2008 through December 31, 2008 you will be entitled to a guaranteed bonus
of $85,000.  The bonus plan set by the
Chief Executive Officer of Hearst-Argyle and/or the Compensation Committee will
apply for calendar year 2009, with no guaranteed minimum.


 


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


 


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


 


6.                                       (a)                                  Exclusive
Services.  You agree
that during your employment with Hearst-Argyle you will work only for
Hearst-Argyle, and will not render services or give business advice, paid or
otherwise, to anyone else, without getting Hearst-Argyle’s prior written
approval.  However, you may participate
as a member of the board of 


 

















 


directors
of other organizations and in charitable and community organizations, but only
if such activities do not conflict or interfere with your work for
Hearst-Argyle, and if such work is approved in advance by Hearst-Argyle, which
approval will not be unreasonably withheld. 
You acknowledge that your services will be unique, special and original
and will be financially and competitively valuable to Hearst-Argyle, and that
your violation of this Paragraph will cause Hearst-Argyle irreparable harm for
which money damages alone would not adequately compensate Hearst-Argyle.  Accordingly, you acknowledge that if you
violate this Paragraph, Hearst-Argyle has the right to apply for and obtain
injunctive relief to stop such violation (without the posting of any bond, and
you hereby waive any bond-posting requirements in connection with injunctive
relief), in addition to any other appropriate rights and remedies it might
lawfully have.


 


(b)                                 Public
Appearances and Press Releases.  You agree that during your employment with
the Station, you will not, without prior approval of Hearst-Argyle, make any
public appearances or issue any public statements or press releases relating to
your employment or Hearst-Argyle.


 


7.                                       No
Conflict.  You
represent that there is no reason why you cannot make this Agreement with
Hearst-Argyle, including, but not limited to, being obligated to another
employer by express or implied contract (written or oral) or otherwise. You
also agree that you will not, during your employment with Hearst-Argyle enter
into any understandings or agreements that will violate or conflict with this
Agreement or your obligations hereunder.


 


8.                                       Termination
of Employment. 
Hearst-Argyle has the right to terminate your employment and end this
Agreement:


 


a)                                      Upon your
death; or


 


b)                                     For any of the
following:  (i) your indictment for
a felony; (ii) your inability (with or without reasonable accommodations)
or failure to 


 

















 


carry out, or neglect or misconduct in the performance of, your duties
hereunder or a breach of this Agreement; (iii) your failure to comply with
applicable laws with respect to the conduct of Hearst-Argyle’s business; (iv) theft,
fraud or embezzlement resulting in gain or personal enrichment, directly or
indirectly, to you at Hearst-Argyle’s expense; (v) addiction to an illegal
drug or controlled substance; (vi) 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 (vii) your failure to comply with the
reasonable directions of senior management.


 


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 cause for termination pursuant to Paragraph
8(b).  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 of 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 set forth in Paragraph 6.


 


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


 


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


 


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


 


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


 


13.                                 Continuation
of Agreement. You and Hearst-Argyle may mutually agree to
continue your employment after the Term of this Agreement expires and no new
agreement has been signed, and if we so mutually agree, then this Agreement
will continue on a month -to-month basis until the earlier of (i) the
commencement of a written successor agreement between you and Hearst-Argyle, or
(ii) termination of this Agreement by either party on fifteen (15) days
written notice to the other.


 


14.                                 Assignment
of Agreement. 
Hearst-Argyle has the right, but not the obligation, 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 which owns or acquires this station and, if this
Agreement is transferred, 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
will be 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 and is the entire
understanding and agreement between you and Hearst-Argyle.  It supersedes any other agreements,
amendments or understandings, verbal or written, 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 President and Chief Executive
Officer of Hearst-Argyle Television, Inc.


 


18.                                 Dispute Resolution. 
Hearst-Argyle and you expressly understand and voluntarily agree that
any claim which either party may have against the other under local, state or
federal law including, but not limited to, matters of discrimination, matters
arising out of the termination or alleged breach of this Agreement or the
terms, conditions or termination of employment, which cannot first be settled
through direct discussions between the parties, will be submitted to mediation
and, if mediation is unsuccessful, to final and binding arbitration in
accordance with Hearst-Argyle’s Dispute Settlement Procedure (“Procedure”), a
copy of which you acknowledge having received, provided however, that
Hearst-Argyle shall also be entitled to bring any action or proceeding to seek
equitable remedies for a breach by you of the provisions of Paragraphs 6, 10 or
11 of this Agreement..  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 either (i) certified mail; (ii) an
overnight commercial delivery service, or (iii) by personal delivery or
courier, to the following addresses:


 


	
  If
  to Hearst-Argyle:

  	
  Hearst-Argyle
  Television, Inc.

  
	
   

  	
  300
  W. 57th Street

  
	
   

  	
  New
  York, New York 10019

  
	
   

  	
  Att:
  President & CEO

  
	
   

  	
   

  
	
  with
  a copy to:

  	
  Hearst-Argyle
  Television, Inc.

  
	
   

  	
  300
  W. 57th Street

  
	
   

  	
  New
  York, New York 10019

  
	
   

  	
  Att:
  Vice President, General Counsel &

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
  If
  to Employee:

  	
  Mr. Roger
  Keating

  
	
   

  	
  [ADDRESS
  ON FILE]

  



 


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


 


20.                                 Severability.  If a court of competent jurisdiction 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.


 


22.                                 Survival. You and
Hearst-Argyle mutually agree that the provisions of Paragraphs 10, 11 and 18
shall survive the expiration or termination of this Agreement.


 


 


Hearst-Argyle
Television, Inc.


 


	
  By:

  	
  /s/
  David J. Barrett

  	
   

  	
  By:

  	
  /s/
  Roger Keating

  
	
  Title:
  President and CEO

  	
  Roger
  Keating

  



 

















 


I
understand that I am not required to agree to the Dispute Settlement Procedure
set forth in Paragraph 18 above and that my employment is not contingent upon
my agreeing to the Dispute Settlement Procedure; however, I have elected to
voluntarily agree to the Dispute Settlement Procedure.


 


	
   

  	
  By:

  	
  /s/
  Roger Keating

  
	
   

  	
  Roger
  Keating