EMPLOYMENT AGREEMENT dated as of November 18,1996 by and between New WorldCommunications of Tampa, Inc., a Florida corporation (the "Company"), and SteveWilson ("Employee").
WHEREAS, the Company owns and operates television station WTVT -Channel 13, in Tampa,Florida (the "Station"); and
WHEREAS, the Company desires to employ the Employee, and the Employee is willing to beemployed, on the terms and conditions set forth below;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
I . Employment.
(A) The Company agrees to employ Employee, and Employee agrees to be so employed by theStation under the terms of this Agreement.
(B) Employee agrees to render personal services in WTVT's Designated Market Area as anon-the-air Senior Investigative Reporter and shall diligently and faithfully performancesuch duties as are reasonably assigned by the Company relating to such services,including, (i) planning, preparing and managing various broadcast segments orprograms presented by the Station, including news, public affairs, documentaries, and (ii)such other duties as may be assigned by the Station as relate to on-the-airinvestigative reporting; provided, however, that Employee will be expected to render theforegoing services within a total of 10 hours per week on a average weekly basis.
(C) At all times in the performance of his duties hereunder, Employee shall be subjectto the supervision and control of the Department Head and General Manager of the stationand shall comply with the Code of Business Conduct, and any other policies, rules, and/ordirectives from time to time by the management of the Station and the Company. Employeeagrees to devote such of his professional time, attention and energies as is necessary tothe performance of the duties described in Paragraph 1 (5). Employee agrees that he maynot provide production services or appear on-the-air of any television station in WTVT'sDesignated Market Area, and as to such DMA Employee's services during the term of thisAgreement are exclusive to the Company.
(D) Employee agrees that nothing in this Agreement requires the Station to assignEmployee any particular duties provided the Station continues to pay Employee as specifiedin Paragraph 3 below during the term of this Agreement.
2.. Term and Termination.
(A) The term of Employce's employment under this Agreement (the "Term") shallbe from December 2, 1996, through and continuing until December 1, 1998, unless terminatedearlier as.provided below. If not earlier terminated, and in the event the Station wishesto extend this Agreement beyond the second year of the Term, then commencing ninety (90)days prior to the expiration of the Term the Station will notify Employee in writing andEmployee will negotiate with the Station exclusively and in good faith for a period ofthirty (30) days with respect to the terms and conditions for such extension. Employeeagrees that he will not negotiate with any third party prior to the commencement of orduring this exclusive negotiating period. If the parties are unable to reach an agreementduring this negotiating period, Employee agrees that for the remainder of the term of thisAgreement, he will not enter into an agreement with any person, firm or corporationfor his services in televison in the WTVT DMA without first giving the Station anopportunity to employ him on substantially comparable terms. In the event Employeereceives any third party offer which he wishes to accept, Employee agrees to give Stationwritten notice of such offer, together with his written acknowledgment of his willingnessto accept same. Station shall have three (3) business days after receipt of such writtennotice from Employee in which to notify Employee of Station's intent to so employ Employeeon terms substantially comparable to such third party offer and, if Station so notifiesEmployee of its intent to employ, the parties shall enter into an agreement on such terms.If Station does not so notify Employee of its intent to so employ him, Employee shall thenbe free to accept such third party offer for employment to commence after the expirationof the Term of this Agreement. Paragraphs 4, 5, 6, 7(B) and (C) and 8 of this Agreementshall survive any termination of this Agreement except as otherwise provided in Paragraph6(G).
(B) The Company may terminate this Agreement and all of Employee's rights under thisAgreement at any time for cause.
The following arc illustrations of "cause" but the Station is not limited, orbound by these illustrations:
(iii) failure to perform assigned work in the marmer described in ParagraphsI(A)(B)(C) and (D) of the Agreement;
(iv) using, possessing, selling or distributing intoidcants or illegal drugs orcontrolled substances on the Station's property or while in the performance of theStation's business, or any other violation of the Company's drug and alcohol abuse policy;
(v) dishonesty or deceit;
(vi) assault or battery;
(vii) on-air obscenity or impropriety, oral or visual;
(viii) conduct involving moral turpitude;(ix) conduct punishable as a felony under state or federallaw;
(x) any action involving a breach of the terms of this Agreement;
(xi) if, at any time, the Employee fails to conduct himself with due regard to socialconventions and public morals and decency, or if the Employee commits any act or becomesinvolved in anv situation or occurrence which degrades the Employee in society or whichbrings the Employee into public disrepute, contempt, scandal or ridicule, or shocks,insults or offends the community, or which may reflect unfavorably upon the Employee, theStation, whether or not such information becomes public;
(xii) conduct which could jeopardize the license to operate the Station;
(xiii) violation of any Federal Communications Commission rule or regulation;
(xiv) incompetence; or
(xv) violation of Company absenteeism policy.
The judginent as to whether particular conduct constitutes "for cause" underthis paragraph shall be solely that of the Company, provided that such discretion is notexercised arbitrarily, capriciously or in violation of law.
Any termination of this Agreement under the provisions of Paragraph 2(B) shall alsoconstitute a termination of employment.
(C) The Company reserves the right to terminate this Agreement without cause during theperiod comniencing, September I ending September 21, provided that if the Company electswithin that period to terminate the Agreement, the effective date of such terminationshall be December 2, 1997 and the Station shall notify the Employee of its decision toterminate in writing between September 1, 1997 and September 22, 1997; if such notice isgiven, the Station will not be obligated to pay any further compensation or benefits underthis Agreement after December 2, 1997.
(D) The Employee reserves the right to terminate this Agreement in the event of thefollowing circumstances: (i) a specific breach of an express term of thisAgreement, and then only after the Company has had at least sixty (60) days written noticeof the breach and has nevertheless failed to remedy the breach; (ii) in the event of achange in ownership or control of the station, provided that written notice of intent toterminate on this basis must be provided to the Company or the Company's successor at thelocation where they normally receive legal notice, and the Employee shall then have aperiod of sixty (60) days following the receipt of such written notice to negotiate anagreement with the Company's successor on terms substantially to this Agreement; and (iii)in the event that the Company disbands the investigative unit, provided Employee shallgive the Company sixty (60) days written notice of such termination and has neverthelessfailed to remedy the breach of the Agreement.
(E) This Agreement shall be terminated by the death of the Employee as of the date ofdeath. In the event of Employee's death, the Company shall pay to the Employee's legalrepresentatives any accrued but unpaid compensation.
During the Term, Employee shall be paid a salary based on the following annual rates:
December 2, 1996 to December 1, 1997 $ 40,000
December 2, 1997 to December 2, 1998 $ 45,500
All compensation will be payable in accordance with the Company's normal paymentpractices as the same shall exist from time to time, subject to applicable withholding forfederal, state and local taxes. The Company's compensation obligation is contingent on theEmployee's
readiness, willingness, and ability to perform under this Agreement, and if theEmployee is not ready, willing or able to so perform, the Company may either terminatethis Agreement or adjust the compensation accordingly. These rights shall be in additionto any other rights and remedies which the Station may have under this Agreement or underapplicable laws.
4. Scripts, Creative Material,Promotional Material. -
(A) Employee admowledges and agrees that all scripts and creative material created byor performed by Employee shall be "work made for hire" as that term is used inthe copyright laws of the United States, as set forth in 17 U.S.C. Section 101, et sea.All programs, program segments, titles and formats, scripts and outlines, ideas andconcepts conceived and created therefor and developed therein, shall be the sole andexclusive property of the Company, and all copyrights, trademarks, service marks and otherrights therein shall be in the Company's name and ownership. Employee shall take any andall actions the Station ay request to confirm ownership of such intellectual property inthe Company. In the event that any program, program segrnent, tide and format, script andoutline, idea, or concept conceived and created by Employee is provided by the Company toa network or any other station or stations for regular airing, the parties agree tonegotiate reasonable additional compensation to Employee for such services.
(B) The Station may make or cause to be made (i) likenesses, portraits,pictures, sketches and caricatures of Employee and to use and permit to be used suchlikenesses, portraits, pictures, sketches and caricatures of Employee as well asEmployee's recorded voice, name, pseudonyms, biography and endorsement in all forms ofmedia for the purpose of publicizing, promoting and advertising the Station and programsbroadcast by the Station, and (ii) recordings, transcriptions, videotapes and filmsof any and all services performed by Employee hereunder and to have such recordings,transcriptions, videotapes or film broadcast or telecast at any time during the term orafter the termination of this Agreement over the facilities of any radio, television orcable station or transmitted via satellite, video-dial tone or other distribution servicein the United States or elsewhere. The sound element of any program may be deleted,modified or substituted in connection with the Company's full translation, rights orotherwise in the use of any recording hereunder anywhere in the world.
5. Confidentiality .
During the Term and thereafter, Employee shall keep secret and inviolate (i) theterms of this Agreement, including without rotation the provisions of Paragraph 3respecting compensation; and (ii) all knowledge and information of a confidentialnature which Employee may now know or hereafter come to know as a result of his employmentat the Station, including but not limited to all matters relating to client or advertiserlists, marketing and promotional strategies and plans, programming strategies and plans,production techniques, and the business, financial affairs or methodology of the Stationand the Company. Upon leaving the employ of the Company, Employee shall not take anydocuments or other tangible expressions of any of the foregoing, and further shallrelinquish all keys, identification cards and telephone, computer and any other passwordsused in connection with Employee's employment.
(A) The Employee is familiar with the business of the Station, the commercial andcompetitive nature of the industry and its dependence upon public acceptability, thesubstantial commitment the Station makes in developing the employee as a personality, andwith his extraordinary and unique services and abilities which enable him to seek andobtain similar employment outside the Station's market. The Employee further recognizesthat the value of the Station's business would be injured if the employeeobtained comparable employment within the Stations market and thatsuch injury could not be reasonably or adequately compensated by monetary compensation.For these reasons, upon the expiration or earlier termination of this Agreement, theEmployee will not, for a period of one hundred eighty (180) days (the "NonCompetition Term"), perform-services for, or otherwise be publicly identified withthe promotion of or the services provided by, any other television or cable televisionstation, located in WTVT Television' s Designated Market Area ("DMA") , as DMAis defined by A. C. Nielsen.
(B) During the Non-Competition Term, Employee shall not either directly or indirectlyemploy, solicit for employment, or advise or recommend to any other person that theyemploy or solicit for employment, any other employee of the Station or the Company.
(C) It is understood and agreed that part of the consideration for this noncompetitioncovenant is the employment of Employee by the Company and such employment is being made inreliance on this non-competition covenant and the protection it affords from theirreparable injury the Company would suffer should Employee compete with or serve acompetitor of the Station in violation of the provisions of this non-competition covenant.Employee hereby acknowledges and agrees that it is impossible to measure in monetary termsthe damages which will accrue to the Company by reason of Ernployee's failure to performany of his obligations under this non-competition covenant. Accordingly, if the Company,or any of its successors or assigns, shall institute an action or proceeding to enforcethe provisions of this non-competition covenant, the Company shall be entitled toinjunctive or other equitable relief, in addition to damages and attomey's fees and costs,in an action at law, to prevent the failure to perform or other violation of theprovisions of this Agreement.
(D) Employee acknowledges that he has carefully read and considered the provisions ofthis paragraph 6 and agrees that the restrictions herein contained, including but notlimited to the time period and geographical areas of restriction, are fair and reasonable,are common in the television industry, and are reasonably required for the protection ofthe Company and the Station. Employee acknowledge that the Company's successors andassigns authorized to enforce this non-competition covenant. Employee acknowledges that hehas had the opportunity to consult with his attorney, agent and/or collective bargainingrepresentative in connection with this Paragraph 6.
(E) If at any time all or any part of any provision of this Paragraph 6 shall be heldto be invalid or unenforceable in any particular jurisdiction or circumstances, suchprovision shall be enforceable in all other jurisdictions and circumstances and theremaining provisions of this Paragraph 6 and this Agreement shall nevertheless continue tobe valid and enforceable to the fullest extent permitted by law as though any invalid orunenforceable provision had not been included herein.
(F) If the scope of any restriction contained in this Paragraph is too broad to permitenforcement of such restriction to its full extent, then such restriction shall beenforced to the maximum extent permitted by law and the Employee hereby consents andagrees that such scope may be judicially modified accordingly in any proceeding to enforcesuch restriction.
(G) In the event the Company terminates this Agreement without cause pursuant toParagraph 2(C) during the term of this Agreement the Employee shall not be bound byParagraphs 6 (A) (B) (C) (D) (E) and (F) above, but will remain bound by Paragraph(s) 4,5, 7 (B) and (C).
7. Content of Performance and Indemnification.
(A) Employee agrees not to publicly disseminate or broadcast, or to submit to othersfor such purpose, any material that has not first been approved by the appropriate Stationsupervisory personnel, unless such material is furnished to Employee by the Station orthrough news services to which the Station subscribes. Employee shall not materiallydeviate from the script or other material furnished to,or approved for use by,Employee in connection with performance of his services.
(B) Except as provided below, the Company shall indemnify and hold harmless Employeefrom any and all claims, liabilities, losses, daxnages, and expenses, including reasonableattorneys' fees, as a result of acts of the Employee performed in the course and withinthe scope of Employee's employment. The Company's obligation under this paragraph shallnot apply in,the event that (i) claims, liabilities, losses, damages or expenses,including reasonable attorneys, fees, are incurred as a result of Employee's violation ofthe Company's or the Station's. policies, rules or directives in effect from time to timeor of Paragraph 7 (A) above; (ii) the Employee has failed to promptly notify theCompany of any claim made or litigation filed against him; or (E) the Employee has settledor compromised the claim or litigation as to him without the Company's prior writtenconsent. This indemnification shall survive the death or other termination of employmentof the Employee and the expiration or termination of the Term. Employee shall, as acondition precedent to receipt of such indemnification, cooperate with the Company and itslegal counsel in the defense of any related action, claim or proceeding. (C) The Company'sobligation under Paragraph 7 (B) above to defend and indemnify Employee hereunderanticipates that the Company will otherwise defend Employee with its own legal counsel andshall include the payment of Employee's reasonable attorneys' fees only in the event theCompany requires Employee to retain separate counsel. Should Employee retain separatecounsel not suitable to the Company or upon his own initiative without being required to,do so by the Company, the Company shall have no obligation to pay Employee's attorneys'fees.
8. General Provisions.
(A) No part of this,Agreement, or any of the rights or obligations of Employeehereunder shall be assignable by Employee. This Agreement shall be assignable by theCompany to any successor to the Station's broadcast properties or business, without anyrequirement to obtain Employee's consent.
(B) This Agreement is made pursuant to and shall be construed in accordance with thelaw of Florida.
(C) If any of the provisions of this Agreement are held to be invalid under the laws ofthejurisdiction in which enforcement is sought, such invalidity does not invalidate theentire Agreement; rather, the Agreement shall be construed as if it had never containedthe invalidated portion or portions.
(D) This Agreement contains the entire understanding of the parties and supersedes anyand all other agreements, either oral or in writing, between the parties- It may beamended only in writing signed by the party against whom enforcement is sought.
(E) Employee represents and warrants that Employee has the right to enter into thisAgreement and to grant the rights herein granted, that Employee neither has made nor willmake any contractual or other commitments which conflict with the performance ofEmployee's obligations hereunder, and that Employee will neither do acts not enterinto any conumtments in derogation of the rights granted to the Company under thisAgreement.
(F) Employee represents and warrants that the sums payable to Employee hereunderinclude all commissions and fees, and Employee agrees to hold the Companv harmless fromany claims for fees or commissions by any agent or representative of Employee.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first abovewritten.
The Station agrees to provide the Employee with four (4) weeks of paid vacation to betaken at a
time agreeable to both parties.
LETTER OF AGREEMENT AND UNDERSTANDING
The parties agree that the following understanding and agreements have been reachedrelating the employment of Mr. Steve Wilson pursuant to his Employment Agreement. Thisletter agreement shall be and shall be deemed to have been executed after the EmploymentAgreement and clarifies or amends its terms.
Wilson has notified the Company that he and his wife are engaged in a busmess endeavor, Voicenet, which involves marketing of telecomununications products. Mr. Wilson has assured the Company that his participation in this endeavor will not interfere with the performance of his Employment pursuant to the parties' Employment Agreement, and the Company agrees that Mr. Wilson and Ms. Akre may continue with this business endeavor during the Term of the Employment Agreement.
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