TARGETS ESTABLISHED BY THE BOARD OF
PARENT FOR THE APPLICABLE YEAR, AS DETERMINED BY THE COMPENSATION COMMITTEE OF
THE BOARD OF PARENT (THE "BUDGET
2
TARGET"). THE PARTIES ACKNOWLEDGE AND AGREE THAT FOR CONVENIENCE OF REFERENCE
SCHEDULE 5(B)(II)(B) SHOWS FOR ILLUSTRATIVE PURPOSES THE AMOUNT OF THE RESULTS
BONUS CORRESPONDING TO EACH RESULTS BONUS PERCENTAGE REFLECTED ON SCHEDULE
5(B)(II)(A), AND THE PARTIES FURTHER ACKNOWLEDGE THAT SUCH FIGURES SHALL BE
SUBJECT TO ADJUSTMENT IN THE EVENT OF ANY CHANGE TO THE RESULTS BONUS BASE
AMOUNT AND, IN THE EVENT OF ANY CONFLICT BETWEEN SCHEDULES 5(B)(II)(A) AND
5(B)(II)(B), SCHEDULE 5(B)(II)(A) SHALL CONTROL.
(III)
WITH RESPECT TO THE PORTION OF THE CALENDAR YEAR 2008 BEGINNING
ON THE APPOINTMENT DATE AND ENDING ON DECEMBER 31, 2008, EXECUTIVE SHALL RECEIVE
A PERFORMANCE BONUS IN THE FIXED AMOUNT OF THIRTY FIVE THOUSAND DOLLARS
($35,000).
6.
BENEFITS AND EXPENSES. EXECUTIVE SHALL RECEIVE FROM THE COMPANY
SUCH OTHER BENEFITS AS MAY BE GRANTED TO SENIOR MANAGEMENT OF THE COMPANY
GENERALLY, INCLUDING HEALTH, DENTAL, LIFE AND DISABILITY INSURANCE AND VACATION
BENEFITS. IN ADDITION, EXECUTIVE SHALL BE PROVIDED WITH AN AUTOMOBILE ALLOWANCE
IN ACCORDANCE WITH THE COMPANY'S THEN-CURRENT PLAN. THE COMPANY SHALL REIMBURSE
EXECUTIVE FOR ALL REASONABLE TRAVEL, ENTERTAINMENT AND OTHER EXPENSES WHICH
EXECUTIVE MAY INCUR IN REGARD TO THE BUSINESS OF COMPANY OR PARENT, IN
ACCORDANCE WITH AND SUBJECT TO THE LIMITATIONS OF THE COMPANY'S STANDARD
PRACTICES AND POLICIES AND EXECUTIVE'S PRESENTATION OF SUCH DOCUMENTS AND
RECORDS AS COMPANY SHALL REQUIRE TO SUBSTANTIATE SUCH EXPENSES. EXECUTIVE SHALL
BE ENTITLED TO THE SAME VACATION BENEFITS AS ARE GENERALLY AVAILABLE TO OTHER
SENIOR EXECUTIVES OF THE COMPANY, BUT IN NO EVENT LESS THAN THREE (3) WEEKS
DURING EACH ONE-YEAR PERIOD DURING THE SERVICE PERIOD.
7.
INCENTIVE EQUITY. PARENT SHALL GRANT TO EXECUTIVE AN OPTION (THE
"OPTION GRANT"), AS OF THE APPOINTMENT DATE, TO PURCHASE 100,000 SHARES OF
PARENT'S CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE PURSUANT TO THE TERMS
AND SUBJECT TO THE CONDITIONS OF THE LIN TV CORP. AMENDED AND RESTATED 2002
STOCK PLAN (THE "OPTION PLAN") AND AS FURTHER EVIDENCED BY THAT CERTAIN
NONQUALIFIED STOCK OPTION LETTER AGREEMENT, DATED ON OR ABOUT THE DATE HEREOF,
BY AND BETWEEN PARENT AND EXECUTIVE (THE "OPTION AGREEMENT"). THE OPTION GRANT
SHALL BE ON THE TERMS AND CONDITIONS OF THE OPTION PLAN AND THE OPTION
AGREEMENT; PROVIDED, HOWEVER, THAT (A) FOR PURPOSES OF THE OPTION GRANT, AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE OPTION AGREEMENT, THE
TERM "CAUSE" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN THIS AGREEMENT; AND
(B) IN THE EVENT OF A CHANGE IN CONTROL (AS HEREINAFTER DEFINED IN SECTION 24)
(AND NOTWITHSTANDING THE DEFINITION OF SUCH TERM IN THE OPTION AGREEMENT) THE
VESTING OF THE OPTION GRANT SHALL ACCELERATE AND SHALL BE DEEMED FULLY VESTED AS
OF SUCH CHANGE IN CONTROL. FOR THE AVOIDANCE OF DOUBT, THE VESTING OF THE OPTION
GRANT SHALL NOT ACCELERATE IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT,
INCLUDING UPON A TERMINATION WITHOUT CAUSE OR WITH GOOD REASON;