APPROVE AND DIRECT. FOR PURPOSES
OF THIS AGREEMENT, THE TERM "COMPETE" SHALL MEAN ENGAGING IN A BUSINESS AS A
MORE THAN FIVE PERCENT (5%) STOCKHOLDER OR OTHER HOLDER OF A FIVE PERCENT (5%)
OR GREATER EQUITY INTEREST OF ANY PERSON (AS HEREINAFTER DEFINED IN SECTION 24)
(WHETHER DIRECT OR INDIRECT, INCLUDING THE RIGHT TO ACQUIRE SUCH PERCENTAGE
EQUITY INTEREST), AS AN EMPLOYEE, A PARTNER, AN AGENT, A CONSULTANT, OR ANY
OTHER INDIVIDUAL REPRESENTATIVE CAPACITY OF, TO OR FOR ANY PERSON, AS AN OFFICER
OF ANY PERSON, OR A MEMBER OF THE BOARD OF DIRECTORS, BOARD OF MANAGERS, OR
OTHER MANAGING BODY OF SUCH PERSON (UNLESS EXECUTIVE'S DUTIES, RESPONSIBILITIES,
AND ACTIVITIES, INCLUDING SUPERVISORY ACTIVITIES, FOR OR ON BEHALF OF SUCH
PERSON OR IN SUCH BUSINESS ARE NOT RELATED IN ANY WAY TO SUCH "COMPETITIVE"
ACTIVITY) IF IT INVOLVES:
(I)
OWNING OR MANAGING (AS DEFINED BELOW IN SECTION 24) ONE OR MORE
LOCAL TELEVISION STATIONS IN ANY DESIGNATED MARKET AREA IN WHICH THE COMPANY OR
ANY DIRECT OR INDIRECT SUBSIDIARY THEREOF (A "SUBSIDIARY") OWNS OR MANAGES, ONE
OR MORE LOCAL TELEVISION STATIONS (THE "RESTRICTED MARKETS"); OR
(II)
RENDERING SERVICES OR ADVICE PERTAINING TO THE BUSINESS OR
OPERATION OF TELEVISION STATIONS IN A RESTRICTED MARKET, OR ON BEHALF OF, ANY
PERSON WHICH IS IN COMPETITION WITH THE COMPANY OR ANY OF ITS AFFILIATES OR
SUBSIDIARIES.
(B)
UPON AND SUBJECT TO REASONABLE NOTICE AND INFORMATION BEING PROVIDED TO THE
LIN COMPANIES BY EXECUTIVE PRIOR TO EXECUTIVE'S ENTERING INTO A POSITION OR
ASSOCIATION WHICH MAY CAUSE EXECUTIVE TO ENGAGE IN ACTIVITIES IN BREACH OF
PARAGRAPH (A) ABOVE, PARENT WILL CONDUCT A TIMELY REVIEW OF SUCH PROPOSED
POSITION OR ASSOCIATION AND NOTIFY EXECUTIVE IN WRITING REGARDING PARENT'S VIEW
AS TO WHETHER EXECUTIVE WILL THEREBY BREACH THE TERMS AND CONDITIONS OF
PARAGRAPH (A) ABOVE.
8
12.
NON-SOLICITATION. EXECUTIVE AGREES THAT, DURING THE TWELVE (12)
MONTH PERIOD IMMEDIATELY FOLLOWING TERMINATION OF THIS AGREEMENT, FOR WHATEVER
REASON, WITH OR WITHOUT CAUSE OR WHETHER BY RESIGNATION WITH OR WITHOUT GOOD
REASON, EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY SOLICIT, INFLUENCE OR ENTICE,
OR ATTEMPT TO SOLICIT, INFLUENCE OR ENTICE, OR HIRE ANY EXECUTIVE, EMPLOYEE, OR
CONSULTANT OF LIN TO CEASE HIS RELATIONSHIP WITH LIN OR SOLICIT, INFLUENCE,
ENTICE OR IN ANY WAY DIVERT ANY CUSTOMER, DISTRIBUTOR, PARTNER, JOINT VENTURER
OR SUPPLIER OF LIN TO TERMINATE SUCH PERSON'S RELATIONSHIP WITH LIN, IN ORDER TO
BE EMPLOYED BY OR DO BUSINESS WITH A PERSON THAT COMPETES WITH THE LIN COMPANIES
OR WITH ANY OTHER ENTITY THAT DERIVES BENEFIT FROM THE PRODUCTION, MARKETING,
BROADCASTING OR OTHER DISTRIBUTION OR SYNDICATION OF PRODUCTS, SERVICES,
PROGRAMS OR OTHER CONTENT THAT COMPETE WITH PRODUCTS THEN PRODUCED OR SERVICES,
PROGRAMS OR OTHER CONTENT THEN BEING PROVIDED, MARKETED, BROADCAST, DISTRIBUTED
OR SYNDICATED BY LIN OR THE FEASIBILITY FOR PRODUCTION OF WHICH LIN IS THEN
ACTUALLY STUDYING OR IS PREPARING TO MARKET OR IS DEVELOPING; PROVIDED, HOWEVER,
THAT THIS SECTION 12 SHALL APPLY ONLY WITHIN THE GEOGRAPHIC AREA SET FORTH IN
SCHEDULE 12 HERETO.
13.
ACKNOWLEDGMENT OF RESTRICTIVE COVENANTS. EXECUTIVE