EX 10.11






Exhibit 10.11


Amendment to the Employment Agreement, dated April 3, 2015, between Tribune Media Company and Steven Berns


AMENDMENT (the “Amendment”) dated as of April 3, 2015, to the Letter Agreement (the “Agreement”), dated as of June, 18, 2013, between Tribune Media Company (the “Company”), and Steven Berns (“Executive”).
WHEREAS, the Company and Executive desire to amend certain matters in the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as set forth below:
1.The following shall be inserted as Section 9(c) (and each successive subsection and references to any such subsection shall be renumbered accordingly):


Change in Control Termination.  If a Change in Control shall occur following the date hereof and, within the one year period immediately following the Change in Control, your employment is terminated by the Company without Cause (other than due to death or Disability) or by you for Good Reason, all unvested Options, RSUs and PSUs then held by you shall automatically vest in full upon the effective date of your termination of employment.
2.The following shall be inserted in alphabetical order in Section 9(d) (formerly Section 9(c), and each successive subsection and references to any such subsection shall be renumbered accordingly): 


“Change in Control” shall be deemed to occur upon:  (a) the acquisition, through a transaction or series of transactions (other than through a public offering of the Company’s common stock under the Securities Act of 1933, as amended (the “Securities Act”) or similar law or regulation governing the offering and sale of securities in a jurisdiction other than the United States), by any person or entity of beneficial ownership (as defined in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “Beneficial Ownership”) of more than 50% (on a fully diluted basis) of either (A) the then-outstanding shares of common stock of the Company taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); (b) the date upon which individuals who, during any consecutive 24-month period, constitute the board of directors of the Company (the “Board” and, such individuals, the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed an Incumbent Director; provided further, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than the Board shall be deemed an Incumbent Director; or (c) the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange, or 









similar form of corporate transaction involving the Company (a “Business Combination”), or sale, transfer, or other disposition of all or substantially all of the business or assets of the Company to third party purchaser that is not an affiliate of the Company (a “Sale”), that in each case requires the approval of the Company’s stockholders (whether for such Business Combination or Sale or the issuance of securities in such Business Combination or Sale), unless immediately following such Business Combination or Sale, (A) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company in a Sale (in either case, the “Surviving Company”), or (y) if applicable, the ultimate parent entity that directly or indirectly has Beneficial Ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted or exchanged pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, and (B) no person or entity is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company).
3.The definition of “Good Reason” in Section 9(d) (formerly Section 9(c)) shall be deleted and replaced in its entirety with the following:
“Good Reason” means, without your prior written consent, one or more of the following events: (a) a reduction in the Base Salary or a reduction in the Target Bonus below the minimum amount set forth in Section 4; (b) a material diminution or adverse change in your duties, authority, responsibilities, title, reporting or positions; (c) the requirement that you be based at a location in excess of 50 miles from your then-current principal place of employment, except for required travel on the Company’s business to an extent substantially consistent with your position or (d) in the case of a Change in Control that is either a Business Combination in which the Company is not the Surviving Company or a Sale, the failure of the Surviving Company to assume this Agreement; provided, however, that prior to resigning for Good Reason, you shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following your knowledge of such facts and circumstances, and the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured, then you shall not be permitted to resign with Good Reason in respect thereof).  Any resignation with Good Reason shall be communicated to the Company by written notice, which shall include your date of termination of employment (which, except as set forth in the preceding sentence, shall be a date at least ten (10) days after delivery of such notice and the expiration of such cure period and not later than 60 days thereafter).  If a Change in Control shall occur and, within the one (1) year immediately following the Change in Control, you are not serving as the chief financial officer of the Company, the Surviving Company or Parent Company, your good faith determination that any of the items described in clause (b) above has occurred shall be presumed to be correct, unless refuted by clear and convincing evidence to the contrary.  For the avoidance of doubt, in no event shall the mere occurrence of a Change in Control, the disposition of one or more divisions or business units of the Company  or the Company ceasing to be a public company, absent any further impact on you, be deemed to constitute Good Reason.
4.Except as amended hereby, the Agreement shall remain in full force and effect.  After giving effect to this Amendment, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby” or words of like import referring to the Agreement shall refer to the Agreement, as amended by this Amendment.











5.This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois, regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.  This Amendment may be executed in any number of counterparts (including via facsimile and electronic transmission), each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.


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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date first written above.
                        
TRIBUNE MEDIA COMPANY


                            


By:  /s/ Melanie Hughes                                              
    Name: Melanie Hughes
    Title: Executive Vice President - Human Resources






EXECUTIVE




                            
/s/ Steven Berns_____________________________
Name: Steven Berns