ANY, FOR SUCH STATION
EMPLOYEE.
IN ADDITION, BUYER AGREES TO USE GOOD FAITH EFFORTS TO NOTIFY SELLER
OF THE KEY STATION EMPLOYEES TO WHOM IT INTENDS TO OFFER EMPLOYMENT WITHIN 30
DAYS OF THE DATE OF THIS AGREEMENT, BUT FAILURE TO MAKE SUCH NOTIFICATION SHALL
NOT CONSTITUTE A BREACH OF THIS AGREEMENT.
SUBJECT TO THE REIMBURSEMENT
OBLIGATION SET FORTH IN SECTION 4.7(B) BELOW, IN THE EVENT BUYER ELECTS NOT TO
ASSUME AN EMPLOYMENT AGREEMENT, SUCH EMPLOYMENT
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AGREEMENT SHALL BE AN EXCLUDED ASSET AND SHALL NOT BE ASSUMED BY BUYER.
PRIOR
TO THE CLOSING, BUYER SHALL OFFER EMPLOYMENT, EFFECTIVE THE EMPLOYMENT
COMMENCEMENT DATE (AS DEFINED BELOW), TO THE STATION EMPLOYEES AS IDENTIFIED ON
SUCH NOTICE AT A MONETARY COMPENSATION (OR COMPENSATION FORMULA, INCLUDING BASE
SALARY, COMMISSION RATE AND BONUS OPPORTUNITY) AT LEAST AS FAVORABLE AS THAT
PROVIDED BY SELLER IMMEDIATELY PRIOR TO THE EMPLOYMENT COMMENCEMENT DATE.
WITH
RESPECT TO ANY TRANSFERRED EMPLOYEE (AS DEFINED BELOW) WHO IS PARTY TO AN
EMPLOYMENT AGREEMENT WITH SELLER, SUCH EMPLOYMENT AGREEMENT SHALL BE ASSUMED BY
BUYER, TO THE EXTENT SET FORTH ON SCHEDULE 1.1(C) OR ENTERED INTO IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 4.2(A), AND INCLUDED IN THE STATION CONTRACTS.
THE "EMPLOYMENT COMMENCEMENT DATE" SHALL MEAN THE CLOSING DATE.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BUYER SHALL,
WITHIN THREE BUSINESS DAYS OF SELLER'S REQUEST, REIMBURSE SELLER FOR ALL
SEVERANCE, TERMINATION OR SEPARATION PAYMENTS (INCLUDING COSTS FOR TERMINATION
OF EMPLOYMENT AGREEMENTS NOT ASSUMED BY BUYER AND ALSO INCLUDING MEDICAL AND
DENTAL PLAN COVERAGE CONTINUATION) ACTUALLY MADE TO THOSE STATION EMPLOYEES NOT
OFFERED EMPLOYMENT BY BUYER, BUT ONLY TO THE EXTENT THAT (I) SUCH SEVERANCE
OBLIGATIONS ARISE UNDER AGREEMENTS OR CORPORATE POLICIES OF SELLER IN EFFECT AS
OF, AND DISCLOSED TO BUYER PRIOR TO, THE DATE OF THIS AGREEMENT, AND (II) SUCH
PAYMENTS EXCEED, IN THE AGGREGATE, $625,000, UNDER THIS AGREEMENT AND THE
MULTI-MARKET PURCHASE AGREEMENT.
(C)
WITH RESPECT TO THE STATION EMPLOYEES WHO ACCEPT BUYER'S OFFER OF
EMPLOYMENT AND ARE HIRED BY BUYER (THE "TRANSFERRED EMPLOYEES"), SELLER SHALL BE
RESPONSIBLE FOR ALL COMPENSATION AND BENEFITS ARISING PRIOR TO THE EMPLOYMENT
COMMENCEMENT DATE (IN ACCORDANCE WITH SELLER'S EMPLOYMENT TERMS), AND BUYER
SHALL BE RESPONSIBLE FOR ALL COMPENSATION AND BENEFITS ARISING ON OR AFTER THE
EMPLOYMENT COMMENCEMENT DATE (IN ACCORDANCE WITH BUYER'S EMPLOYMENT TERMS).
SELLER SHALL REMAIN RESPONSIBLE FOR SATISFYING THE OBLIGATIONS, IF ANY, TO PAY
EQUITY COMPENSATION TO TRANSFERRED EMPLOYEES UNDER THE TERMS OF SELLER'S EQUITY
COMPENSATION PLANS OR AGREEMENTS WITH TRANSFERRED EMPLOYEES, WHICH OBLIGATIONS
WERE CREATED UNDER SELLER'S EQUITY COMPENSATION PLANS OR AGREEMENTS WITH
TRANSFERRED EMPLOYEES PRIOR TO THE EMPLOYMENT COMMENCEMENT DATE.
(D)
PROVIDED THAT BUYER RECEIVES AN APPROPRIATE PRORATION UNDER
SECTION 1.7, BUYER SHALL GRANT CREDIT TO EACH TRANSFERRED EMPLOYEE FOR ALL
UNUSED VACATION ACCRUED AS OF CLOSING AS AN EMPLOYEE OF SELLER, AND BUYER SHALL
ASSUME AND DISCHARGE SELLER'S OBLIGATION TO PROVIDE SUCH LEAVE TO SUCH
TRANSFERRED EMPLOYEES (SUCH OBLIGATIONS BEING A PART OF THE ASSUMED
OBLIGATIONS).
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, BUYER SHALL
GRANT CREDIT FOR ALL UNUSED