UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 28, 2007
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-11588
(Commission File Number)
|
|
38-3042953
(IRS Employer
Identification No.)
|
|
|
|
|
73 Kercheval Avenue
Grosse Pointe Farms, MI
(Address of Principal Executive Offices)
|
|
48236
(Zip Code)
|
Registrant’s telephone number, including area code:
(313) 886-7070
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Employment Agreement – Edward K. Christian.
The Company and Edward K. Christian, its Chairman,
President and CEO, entered into an employment agreement which becomes effective as of April 1,
2009, following the expiration of his current employment agreement with the Company. Unless Mr.
Christian’s employment has been earlier terminated pursuant to the terms of the current employment
agreement, the new employment agreement terminates on March 31, 2014.
Under the terms of the new employment agreement, Mr. Christian continues as Chairman, President and
CEO of the Company. The new employment agreement provides for an annual base salary of $750,000
per year. On each anniversary of the new employment agreement, the Compensation Committee shall
determine, in its discretion, the amount of any increase to Mr. Christian’s then existing annual
salary provided, however, that such increase shall not be less than the lesser of 3% or the cost of
living increase. Also, Mr. Christian shall be eligible for bonuses and stock options in amounts
determined by the Compensation Committee in its discretion based on the performance of the Company
and accomplishment of objectives mutually established by the Compensation Committee and Mr.
Christian. In connection with the execution of the new employment
agreement, Mr. Christian is being
paid an extension payment of $100,000. In addition, if Mr. Christian’s employment is terminated
for any reason, including death or voluntary resignation, but not for cause, the Company will
continue to provide health insurance and medical reimbursement to Mr. Christian and his wife and
maintain all existing life insurance policies for a period of ten years.
The agreement provides that upon the sale of all or substantially all of the assets or stock of the
Company or the consummation of a merger or consolidation involving the Company in which the Company
is not the surviving corporation (but excluding the sale or transfer of control which does not
involve an assignment of control of licenses or permits issued by the FCC), Mr. Christian’s
employment will be terminated and he will be paid an amount of cash equal to 2.99 times the average
of his total annual compensation (including bonuses but excluding stock options) for each of the
three immediately preceding periods of twelve consecutive months. In addition, like the current
employment agreement, the Company shall pay Mr. Christian the amount necessary to enable him to pay
any federal and state tax liabilities, including excise taxes under Internal Revenue Code, Sections
280G and 4999, which result by reason of receipt of such payments.
Like the
current employment agreement, the agreement contains a covenant not
to compete restricting Mr. Christian from competing with the Company in any of its markets if he voluntarily
terminates his employment with the Company or is terminated for cause, for a three year period
thereafter.
Change in Control Agreements – Named Executive Officers
. As of December 28, 2007, Samuel D. Bush,
Senior Vice President and Chief Financial Officer, Steven J. Goldstein, Executive Vice President
and Group Program Director, Warren S. Lada, Senior Vice President of Operations and Marcia K.
Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs, entered into
Change in Control Agreements. A change in control is defined to mean the occurrence of (a) any
person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the
combined voting power of the Company’s then outstanding securities and Mr. Christian ceasing to be
Chairman and CEO of the Company; (b) the consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which results in the voting
securities of the Company outstanding immediately prior thereto continuing to represent more than
50% of the combined voting securities of the Company or such surviving entity; or (c) the approval
of the stockholders of the Company of a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of its assets.
2
If there is a change in control, the Company shall pay a lump sum payment within 45 days thereof of
1.5 times the average of the executive’s last three full calendar years of such executive’s base
salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute
payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the
Internal Revenue Code, the Company shall pay the executive an additional amount so that the
executive will receive the entire amount of the lump sum payment before deduction for federal,
state and local income tax and payroll tax. In the event of a change in control (other than the
approval of plan of liquidation), the Company or the surviving entity may require as a condition to
receipt of payment that the executive continue in employment for a period of up to six months after
consummation of the change in control. During such six months, executive will continue to earn his
pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment
upon completion of the continued employment. If, however, the executive fails to remain employed
during this period of continued employment for any reason other than (a) termination without cause
by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by
the Company or the surviving entity, then executive shall not be paid the lump sum payment. In
addition, if the executive’s employment is terminated by the Company without cause within six
months prior to the consummation of a change in control, then the executive shall be paid the lump
sum payment within 45 days of such change in control.
Item 9.01. Financial Statements and Exhibits.
|
|
|
|
|
|
|
|
(d
|
)
|
|
Exhibits
|
|
|
|
|
|
|
|
|
10
|
(p)
|
|
Employment Agreement of Edward K. Christian dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(q)
|
|
Change in Control Agreement of Samuel D. Bush dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(r)
|
|
Change in Control Agreement of Steven J. Goldstein dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(s)
|
|
Change in Control Agreement of Warren S. Lada dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(t)
|
|
Change in Control Agreement of Marcia K. Lobaito dated as of December 28, 2007.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
|
Dated: January 4, 2008
|
By:
|
/s/ Edward K. Christian
|
|
|
|
|
Edward K. Christian
|
|
|
|
|
Chairman, President and CEO
|
|
|
|
3
Exhibit Index
|
|
|
|
|
|
|
|
10
|
(p)
|
|
Employment Agreement of Edward K. Christian dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(q)
|
|
Change in Control Agreement of Samuel D. Bush dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(r)
|
|
Change in Control Agreement of Steven J. Goldstein dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(s)
|
|
Change in Control Agreement of Warren S. Lada dated as of December 28, 2007.
|
|
|
|
|
|
|
|
|
10
|
(t)
|
|
Change in Control Agreement of Marcia K. Lobaito dated as of December 28, 2007.
|
EXHIBIT 10(p)
EMPLOYMENT AGREEMENT
THIS SUCCESSIVE EMPLOYMENT AGREEMENT is dated as of December 28, 2007 (the “Successive
Agreement”), effective as of April 1, 2009 (the “Effective Date”), between SAGA COMMUNICATIONS,
INC. (the “Corporation”) and EDWARD K. CHRISTIAN (“Christian”).
WHEREAS, the Corporation and Christian are parties to the Employment Agreement dated April 1,
2002 (the “Employment Agreement”).
WHEREAS, the term of the Employment Agreement terminates on March 31, 2009.
WHEREAS, the Corporation desires to ensure the continuity of management following the
termination of such term and, accordingly, the Corporation wishes to thereafter continue to employ
Christian as Chairman, President and Chief Executive Officer of the Corporation on the terms and
conditions herein set forth;
WHEREAS, Christian wishes to be so thereafter employed by the Corporation in those capacities
pursuant to such terms and conditions; and
WHEREAS, the salary for Christian established in this Successive Agreement has been determined
from a compensation study performed in 2007 at the request of the Compensation Committee of the
Corporation.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the Corporation and
Christian agree as follows:
1. The Employment Agreement shall remain in full force and effect until its expiration on
March 31, 2009, except as it may be earlier terminated pursuant to the provisions thereof. This
Successive Agreement shall become effective on the Effective Date simultaneous with the expiration
of the Employment Agreement, unless Christian’s employment has been earlier terminated pursuant to
the provisions of the Employment Agreement.
2. The Corporation hereby agrees to employ Christian, effective on the Effective Date, as
Chairman, President and Chief Executive Officer of the Corporation and in such additional
capacities for the Corporation and/or its affiliates as the Corporation may from time to time
direct. The term (hereinafter referred to as “the Term”) of Christian’s employment under this
Successive Agreement shall commence on the date hereof and, except as it may be earlier terminated
pursuant to the provisions hereof, shall terminate March 31, 2014.
3. Christian hereby accepts such employment and agrees to devote such of his working time and
effort as shall be necessary to perform his duties.
4. During the Term of this Successive Agreement, Christian shall be based in the Corporation’s
corporate offices in Grosse Pointe Farms, Michigan.
5. The Corporation shall pay to Christian for all services rendered by him under this
Successive Agreement an annual salary at the rate of $750,000 per year effective April 1, 2009,
payable in installments of two (2) week intervals. In addition, Christian shall be eligible to
participate, in
1
accordance with their terms, in all medical and health plans, life insurance,
profit sharing, 401(k) plan and such other employment benefits and stock option programs as are
maintained by the Corporation or its affiliates for other key employees performing services;
provided that the Corporation and its affiliates shall at all times be free to terminate, modify or
amend such plans. During the Term the Corporation will maintain in force all existing policies of
insurance on Christian’s life, including the existing split dollar policy. During the Term the
Corporation shall also pay for Christian to participate in an executive medical plan and shall
maintain in force its existing medical reimbursement policy.
6. On each anniversary of the Effective Date beginning on April 1, 2010, the Corporation’s
Compensation Committee shall determine in its discretion the amount of an increase (but not
decrease) to Christian’s then existing annual salary provided, however, that such increase shall
not be less than the lesser of three percent (3%) or the cost of living increase determined under
this paragraph 6. The cost of living increase shall be based on the percentage increase in the
Consumer Price Index for all Cities (“CPI”) published by the Bureau of Labor Statistics of the
United States Department of Labor (or such other comparable standard as may then be in effect)
determined by comparing the respective year end CPI’s of the two previous calendar years.
7. In addition to the salary specified in paragraph 5 and the annual increases specified in
paragraph 6, Christian shall be eligible for (a) stock options in such amounts as shall be approved
by the Compensation Committee of the Corporation from time to time, and (b) bonuses in such amounts
as shall be determined by the Compensation Committee of the Corporation in its discretion based on
the performance of the Corporation and the accomplishment of objectives mutually established by the
Compensation Committee and
Christian. The Corporation shall pay Christian an extension payment of $100,000 upon
execution of this Successive Agreement.
8. The Corporation shall cause Christian to be reimbursed for all reasonable expenses incurred
by him in the performance of his duties hereunder in each case in accordance with the Corporation’s
rules and regulations as in effect from time to time.
9. During his employment hereunder, the Corporation agrees that Christian shall be furnished
with an automobile to be used in connection with his duties hereunder, payment for the expenses of
such automobile, and such other fringe benefits as have been afforded him in the past or as
consistent with his position.
10. Christian shall be entitled to a reasonable amount of paid vacation time in each calendar
year, consistent with the provisions of paragraph 3.
11. If Christian, during the Term of this Successive Agreement, shall fail to render
substantially the services required of him hereunder for a continuous period of eight (8) months or
an aggregate period of twelve (12) months during any eighteen (18) consecutive months (excluding
vacations) by reason of his physical or mental disability, as determined by a physician acceptable
to the Corporation and Christian, either party shall have the right to terminate this Successive
Agreement effective upon thirty (30) days’ notice at any time after the eight (8) month or twelve
(12) month period, as the case may be, so long as the disability is continuing.
12. The Corporation may, by the vote of a majority of independent directors of the
Corporation, terminate Christian’s employment under this Successive Agreement at any time “for
cause” which term, as used herein, shall mean, conviction of a felony; willful misconduct; gross
neglect of duty; material breach of fiduciary duty to the Corporation; or material breach of this
Successive Agreement provided, however, that Christian may be terminated “for cause” only after not
less than
2
thirty (30) days’ notice to Christian and an opportunity for Christian to be heard and to
address the charges levied.
13. Christian’s employment under this Successive Agreement shall automatically terminate upon
his death or upon the consummation of a sale or transfer of control of all or substantially all of
the assets or stock of the Corporation or the consummation of a merger or consolidation involving
the Corporation in which the Corporation is not the surviving corporation. Notwithstanding the
foregoing, any of the above described transactions which does not involve an assignment or transfer
of control of licenses or permits issued by the Federal Communications Commission (excluding for
this purpose any so-called pro forma transfer of control) shall not cause Christian’s employment to
terminate.
14. Upon termination of Christian’s employment under paragraph 13 (other than by reason of
death), the Corporation will thereupon pay Christian an amount of cash equal to 2.99 times the
average of Christian’s total annual compensation (including bonuses but excluding stock options)
for each of the three immediately preceding (and not overlapping) periods of twelve consecutive
months. In addition, the Corporation shall pay Christian such amount as is necessary to enable
Christian to pay all tax liabilities under Internal Revenue Code Sections 280G and 4999 and all
federal and state tax liabilities arising by reason of payments received
pursuant to this sentence, it being the intent of the parties that Christian be made whole
with respect to the economic effect of Internal Revenue Code Sections 280G and 4999 in connection
with his employment.
15. Christian agrees that he will not, during the term of this Successive Agreement, or
thereafter, divulge or disclose to unauthorized parties any confidential matters of facts relating
to the operation of the Corporation or its subsidiaries which may become known to him by reason of
his performance of duties under this Successive Agreement.
16. All material and ideas pertaining to the business of the Corporation or any of its
subsidiaries that are acquired, obtained, created or developed during the term of this Successive
Agreement shall belong solely to the Corporation.
17. At any time during the Term of this Successive Agreement should Christian voluntarily
terminate his employment with the Corporation, or in the event this Successive Agreement is
terminated “for cause” by the Corporation pursuant to the provisions of Section 12 hereof,
Christian agrees that for a period of three (3) years thereafter he shall not, without written
permission from the Corporation, directly or indirectly own, manage, operate, joint venture,
control, be employed by or participate in the ownership, management, operation, control of or be
connection in any way with, any radio or television station the primary transmitter of which is
located within 65 miles of the community license of a radio or television station (i) then operated
by the Corporation or any subsidiary thereof or (ii) then subject to a sale or purchase contract to
which the Corporation or any subsidiary or parent thereof is a party.
18. At the time during the Term of this Successive Agreement if Christian’s employment with
the Corporation is terminated for any reason, including death or voluntary resignation by
Christian, other than a “for cause” termination by the Corporation, the Corporation shall continue
to provide health insurance and medical reimbursement, commensurate with all health insurance and
medical reimbursement programs under this Successive Agreement, to Christian and his spouse and to
maintain in force all existing life insurance policies for a period of ten (10) years. At the
conclusion of the ten (10) year period, Christian or his spouse, at his/her option and expense, may
continue such health insurance under the federal COBRA law and the Corporation shall transfer
ownership of such life insurance policies to Christian, his spouse or assignee, or any of them from
the Corporation.
3
19. Any notice hereunder shall be effective if given or tendered by registered or certified
mail, return receipt requested, to Saga Communications, Inc., or to Christian addressed to its/his
respective attention at:
73 Kercheval Avenue
Grosse Point Farms, MI 48236
or at such other address as may be set forth in a notice hereunder.
20. This Successive Agreement may be modified or terminated only in writing signed by both
parties and shall not be assigned by either party without the prior written consent of the other.
Any attempted assignment without such consent shall be void. This Successive
Agreement contains the entire understanding of the parties with respect to its subject matter
and, on entering into it, neither party has relied upon any representation, warranty or covenant
not expressly set forth herein.
21. This Successive Agreement shall be governed by and construed in accordance with the laws
of the State of Michigan.
IN WITNESS WHEREOF, the parties hereto have duly executed this Successive Agreement as of the
day and year first set forth.
|
|
|
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan Firestone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan Firestone
|
|
|
|
|
|
|
|
Chair, Compensation Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Edward K. Christian
|
|
|
|
|
|
|
|
|
|
|
|
Edward K. Christian
|
|
|
4
EXHIBIT 10(q)
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the
“Corporation”) and the undersigned executive (“Executive”) is effective on the date set forth
following the parties’ signatures below.
RECITALS
Executive is a valued member of the Corporation’s management team. The Corporation desires to
furnish Executive with a payment in the event of a Change in Control, subject to the terms and
conditions set forth in this Agreement.
The Corporation and Executive agree as follows:
1.
Change in Control Definition.
For the purpose of this Agreement, “Change in Control” shall
mean the occurrence, subsequent to the effective date of this Agreement, of any of the following:
(a) Any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than Edward K. Christian,
the Corporation, any trustee or other fiduciary holding Corporation common stock under an employee
benefit plan of the Corporation or a related company, or any corporation which is owned, directly
or indirectly, by the stockholders of the Corporation in substantially the same proportions as
their ownership of the Corporation’s common stock, is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty percent (30%) of
the combined voting power of the Corporation’s then outstanding securities and Edward K. Christian
ceases to be the Chairman and Chief Executive Officer of the Corporation;
(b) The consummation of a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) The approval of the stockholders of the Corporation of a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation of all or
substantially all of its assets.
2.
Change in Control Payment.
The Corporation shall pay Executive a lump sum payment (the
“Change in Control Payment”) within forty-five (45) days after the consummation of a Change in
Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under
Section 4 of this Agreement, the time of the Change in Control Payment and conditions of such
payment shall be governed by Section 4. The Change in Control Payment
1
shall be calculated at one and one-half (1.5) times the average of Executive’s last three
(3) full calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s
base salary and any annual cash bonus paid. The change in Control Payment shall be due only upon
consummation of the first Change in Control following the effective date of this Agreement and not
upon any subsequent Change in Control. In the event that the Change in Control Payment would
constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code
and the Change in Control Payment would be subject to the excise tax imposed by Section 4999 of
such Code, the Corporation shall pay Executive an additional amount such that the net amount
retained by Executive, after deduction of such excise tax on the Change in Control Payment and any
federal, state and local income tax and payroll tax on the additional amount paid, but before
deduction for any federal, state and local income tax and payroll tax on the Change in Control
Payment, shall be equal to the Change in Control Payment. The good faith opinion of the
Corporation’s independent certified public accountants, appointed prior to the Change in Control,
that the Change in Control Payment is not a “parachute payment” or is not subject to such excise
tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such
accountant.
3.
Termination of Employment.
If Executive’s employment is terminated by the Corporation
without Cause within six (6) months prior to the consummation of a Change in Control, then
Executive shall be paid the Change in Control Payment at the time set forth in Section 2. For the
purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation,
excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea
to a felony or other crime involving material dishonesty or moral turpitude, (c) material failure
or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or
Board of Directors which is not cured by the Executive within ten (10) days after receipt by
Executive of a written notice from the Corporation specifying the details thereof, (d) willful
violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties,
which violation is not cured by the Executive within ten (10) days after receipt by Executive of a
written notice from the Corporation specifying the details thereof, (e) Executive’s willful
violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of
interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which
is not protected by law.
Except as set forth in this Section 3, Executive shall not be paid the Change in Control
Payment unless Executive is employed with the Corporation at the time that the Change in Control is
consummated.
4.
Condition of Continued Employment.
In the event of a Change in Control (other than the
approval of a plan of liquidation described in Section 1(c)), the Corporation (or surviving entity
in the event of a merger or consolidation) may require as a condition to the Change in Control
Payment that Executive continue in employment for a period of up to six (6) months after the
consummation of the Change in Control (“Period of Continued Employment”). The Corporation or
surviving entity shall inform Executive of the condition of continued employment through a written
notice furnished by personal delivery, overnight delivery by a recognized carrier or certified
mail, return receipt requested, delivered within forty-five (45) days after the consummation of the
Change in Control. During the Period of Continued Employment Executive’s pre-existing salary (or
greater amount), benefits (or similar benefits which are
2
equivalent in the aggregate) and duties (or comparable duties) shall remain effective and
the location of Executive’s employment shall not, without Executive’s consent, be changed from the
location immediately prior to the Change in Control. If this Section 4 applies, Executive shall
be paid the Change in Control Payment upon completion of the Period of Continued Employment. If
Executive fails to remain employed and complete the Period of Continued Employment for any reason
other than (a) termination without Cause by the Corporation or such surviving entity, (b) death,
(c) disability as determined by a physician acceptable to Executive and the Corporation or such
surviving entity or (d) breach of this Agreement by the Corporation or such surviving entity, then
Executive shall not be paid the Change in Control Payment.
5.
Miscellaneous
.
(a)
Successors
. This Agreement shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Corporation, in the same manner and to the same extent that the Corporation would be
obligated under this Agreement if no succession had taken place. In the case of any transaction in
which a successor would not, by the foregoing provision or by operation of law, be bound by this
Agreement, the Corporation shall require such successor expressly and unconditionally to assume and
agree to perform the obligations of the Corporation under this Agreement, in the same manner and to
the same extent that the Corporation would be required to perform if no such succession had taken
place. This Agreement may not be assigned by Executive but shall inure to the benefit of
Executive, his heirs and personal representatives.
(b)
Employment Status
. This Agreement does not constitute a contract of employment or impose
upon the Corporation any obligation to retain Executive as an employee, to change the status of
Executive’s employment, or to change any employment policies of the Corporation.
(c)
Withholding of Taxes
. The Corporation shall withhold from any amounts payable under this
Agreement all federal, state, local or other taxes that are legally required to be withheld.
(d)
No Effect on Other Benefits
. Benefits payable under this Agreement shall not be counted as
compensation for purposes of determining benefits under other benefit plans, programs, policies and
agreements, except to the extent expressly provided therein.
(e)
Validity and Severability
. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect.
(f)
Settlement of Claims
. The Corporation’s obligation to make the payment provided for in
this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other
right which the Corporation may have against the Executive.
(g)
Governing Law
. The Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan.
3
(h)
Entire Agreement
. This Agreement sets forth the entire understanding of the Corporation
and Executive with respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter, and may not be waived or
modified, in whole or in part, except by a writing signed by each of the parties hereto.
(i)
Counterparts
. This Agreement may be executed counterpart, which together will constitute
but one and the same instrument and may be sufficiently evidenced by any one counterpart.
The Corporation and Executive have executed this Agreement as of the date set forth below.
|
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan Firestone
|
|
/s/ Samuel D. Bush
|
|
|
|
|
|
|
|
|
|
|
|
(Sign)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Chairman, Compensation Committee
|
|
Samuel D. Bush
|
|
|
|
|
|
|
|
|
|
|
|
(Print)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date: December 28, 2007
|
|
|
|
|
4
EXHIBIT 10(r)
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the
“Corporation”) and the undersigned executive (“Executive”) is effective on the date set forth
following the parties’ signatures below.
RECITALS
Executive is a valued member of the Corporation’s management team. The Corporation desires to
furnish Executive with a payment in the event of a Change in Control, subject to the terms and
conditions set forth in this Agreement.
The Corporation and Executive agree as follows:
1.
Change in Control Definition.
For the purpose of this Agreement, “Change in Control” shall
mean the occurrence, subsequent to the effective date of this Agreement, of any of the following:
(a) Any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than Edward K. Christian,
the Corporation, any trustee or other fiduciary holding Corporation common stock under an employee
benefit plan of the Corporation or a related company, or any corporation which is owned, directly
or indirectly, by the stockholders of the Corporation in substantially the same proportions as
their ownership of the Corporation’s common stock, is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty percent (30%) of
the combined voting power of the Corporation’s then outstanding securities and Edward K. Christian
ceases to be the Chairman and Chief Executive Officer of the Corporation;
(b) The consummation of a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) The approval of the stockholders of the Corporation of a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation of all or
substantially all of its assets.
2.
Change in Control Payment.
The Corporation shall pay Executive a lump sum payment (the
“Change in Control Payment”) within forty-five (45) days after the consummation of a Change in
Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under
Section 4 of this Agreement, the time of the Change in Control Payment and conditions of such
payment shall be governed by Section 4. The Change in Control Payment
1
shall be calculated at one and one-half (1.5) times the average of Executive’s last three (3)
full calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s base
salary and any annual cash bonus paid. The change in Control Payment shall be due only upon
consummation of the first Change in Control following the effective date of this Agreement and not
upon any subsequent Change in Control. In the event that the Change in Control Payment would
constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code
and the Change in Control Payment would be subject to the excise tax imposed by Section 4999 of
such Code, the Corporation shall pay Executive an additional amount such that the net amount
retained by Executive, after deduction of such excise tax on the Change in Control Payment and any
federal, state and local income tax and payroll tax on the additional amount paid, but before
deduction for any federal, state and local income tax and payroll tax on the Change in Control
Payment, shall be equal to the Change in Control Payment. The good faith opinion of the
Corporation’s independent certified public accountants, appointed prior to the Change in Control,
that the Change in Control Payment is not a “parachute payment” or is not subject to such excise
tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such
accountant.
3.
Termination of Employment.
If Executive’s employment is terminated by the Corporation
without Cause within six (6) months prior to the consummation of a Change in Control, then
Executive shall be paid the Change in Control Payment at the time set forth in Section 2. For the
purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation,
excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea
to a felony or other crime involving material dishonesty or moral turpitude, (c) material failure
or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or
Board of Directors which is not cured by the Executive within ten (10) days after receipt by
Executive of a written notice from the Corporation specifying the details thereof, (d) willful
violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties,
which violation is not cured by the Executive within ten (10) days after receipt by Executive of a
written notice from the Corporation specifying the details thereof, (e) Executive’s willful
violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of
interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which
is not protected by law.
Except as set forth in this Section 3, Executive shall not be paid the Change in Control
Payment unless Executive is employed with the Corporation at the time that the Change in Control is
consummated.
4.
Condition of Continued Employment.
In the event of a Change in Control (other than the
approval of a plan of liquidation described in Section 1(c)), the Corporation (or surviving entity
in the event of a merger or consolidation) may require as a condition to the Change in Control
Payment that Executive continue in employment for a period of up to six (6) months after the
consummation of the Change in Control (“Period of Continued Employment”). The Corporation or
surviving entity shall inform Executive of the condition of continued employment through a written
notice furnished by personal delivery, overnight delivery by a recognized carrier or certified
mail, return receipt requested, delivered within forty-five (45) days after the consummation of the
Change in Control. During the Period of Continued Employment Executive’s pre-existing salary (or
greater amount), benefits (or similar benefits which are
2
equivalent in the aggregate) and duties (or comparable duties) shall remain effective and the
location of Executive’s employment shall not, without Executive’s consent, be changed from the
location immediately prior to the Change in Control. If this Section 4 applies, Executive shall
be paid the Change in Control Payment upon completion of the Period of Continued Employment. If
Executive fails to remain employed and complete the Period of Continued Employment for any reason
other than (a) termination without Cause by the Corporation or such surviving entity, (b) death,
(c) disability as determined by a physician acceptable to Executive and the Corporation or such
surviving entity or (d) breach of this Agreement by the Corporation or such surviving entity, then
Executive shall not be paid the Change in Control Payment.
5.
Miscellaneous
.
(a)
Successors
. This Agreement shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Corporation, in the same manner and to the same extent that the Corporation would be
obligated under this Agreement if no succession had taken place. In the case of any transaction in
which a successor would not, by the foregoing provision or by operation of law, be bound by this
Agreement, the Corporation shall require such successor expressly and unconditionally to assume and
agree to perform the obligations of the Corporation under this Agreement, in the same manner and to
the same extent that the Corporation would be required to perform if no such succession had taken
place. This Agreement may not be assigned by Executive but shall inure to the benefit of
Executive, his heirs and personal representatives.
(b)
Employment Status
. This Agreement does not constitute a contract of employment or impose
upon the Corporation any obligation to retain Executive as an employee, to change the status of
Executive’s employment, or to change any employment policies of the Corporation.
(c)
Withholding of Taxes
. The Corporation shall withhold from any amounts payable under this
Agreement all federal, state, local or other taxes that are legally required to be withheld.
(d)
No Effect on Other Benefits
. Benefits payable under this Agreement shall not be counted as
compensation for purposes of determining benefits under other benefit plans, programs, policies and
agreements, except to the extent expressly provided therein.
(e)
Validity and Severability
. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect.
(f)
Settlement of Claims
. The Corporation’s obligation to make the payment provided for in
this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other
right which the Corporation may have against the Executive.
(g)
Governing Law
. The Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan.
3
(h)
Entire Agreement
. This Agreement sets forth the entire understanding of the Corporation
and Executive with respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter, and may not be waived or
modified, in whole or in part, except by a writing signed by each of the parties hereto.
(i)
Counterparts
. This Agreement may be executed counterpart, which together will constitute
but one and the same instrument and may be sufficiently evidenced by any one counterpart.
The Corporation and Executive have executed this Agreement as of the date set forth below.
|
|
|
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan Firestone
|
|
/s/ Steven J. Goldstein
|
|
(S
ign)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Chairman, Compensation Committee
|
|
Steven J. Goldstein
|
|
(P
rint)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date:
|
|
December 28, 2007
|
|
|
|
|
|
|
|
|
4
EXHIBIT 10(s)
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the
“Corporation”) and the undersigned executive (“Executive”) is effective on the date set forth
following the parties’ signatures below.
RECITALS
Executive is a valued member of the Corporation’s management team. The Corporation desires to
furnish Executive with a payment in the event of a Change in Control, subject to the terms and
conditions set forth in this Agreement.
The Corporation and Executive agree as follows:
1.
Change in Control Definition.
For the purpose of this Agreement, “Change in Control” shall
mean the occurrence, subsequent to the effective date of this Agreement, of any of the following:
(a) Any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than Edward K. Christian,
the Corporation, any trustee or other fiduciary holding Corporation common stock under an employee
benefit plan of the Corporation or a related company, or any corporation which is owned, directly
or indirectly, by the stockholders of the Corporation in substantially the same proportions as
their ownership of the Corporation’s common stock, is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty percent (30%) of
the combined voting power of the Corporation’s then outstanding securities and Edward K. Christian
ceases to be the Chairman and Chief Executive Officer of the Corporation;
(b) The consummation of a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) The approval of the stockholders of the Corporation of a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation of all or
substantially all of its assets.
2.
Change in Control Payment.
The Corporation shall pay Executive a lump sum
payment (the “Change in Control Payment”) within forty-five (45) days after the
consummation of a Change in Control. Notwithstanding the previous sentence, if
Executive is furnished with the
notice under Section 4 of this Agreement, the time of the Change in Control
Payment and conditions of such payment shall be governed by Section 4. The
Change in Control Payment
1
shall be calculated at one and one-half (1.5) times the average of Executive’s last three
(3) full calendar years of Cash Compensation. “Cash Compensation” means the total of
Executive’s base salary and any annual cash bonus paid. The change in Control Payment shall
be due only upon consummation of the first Change in Control following the effective date of
this Agreement and not upon any subsequent Change in Control. In the event that the Change
in Control Payment would constitute a “parachute payment” within the meaning of Section 280G
of the Internal Revenue Code and the Change in Control Payment would be subject to the
excise tax imposed by Section 4999 of such Code, the Corporation shall pay Executive an
additional amount such that the net amount retained by Executive, after deduction of such
excise tax on the Change in Control Payment and any federal, state and local income tax and
payroll tax on the additional amount paid, but before deduction for any federal, state and
local income tax and payroll tax on the Change in Control Payment, shall be equal to the
Change in Control Payment. The good faith opinion of the Corporation’s independent
certified public accountants, appointed prior to the Change in Control, that the Change in
Control Payment is not a “parachute payment” or is not subject to such excise tax, shall be
conclusive. The Corporation shall bear the cost of any such opinion by such accountant.
3.
Termination of Employment.
If Executive’s employment is terminated by the Corporation
without Cause within six (6) months prior to the consummation of a Change in Control, then
Executive shall be paid the Change in Control Payment at the time set forth in Section 2. For the
purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation,
excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea
to a felony or other crime involving material dishonesty or moral turpitude, (c) material failure
or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or
Board of Directors which is not cured by the Executive within ten (10) days after receipt by
Executive of a written notice from the Corporation specifying the details thereof, (d) willful
violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties,
which violation is not cured by the Executive within ten (10) days after receipt by Executive of a
written notice from the Corporation specifying the details thereof, (e) Executive’s willful
violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of
interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which
is not protected by law.
Except as set forth in this Section 3, Executive shall not be paid the Change in Control
Payment unless Executive is employed with the Corporation at the time that the Change in Control is
consummated.
4.
Condition of Continued Employment.
In the event of a Change in Control (other than the
approval of a plan of liquidation described in Section 1(c)), the Corporation (or surviving
entity in the event of a merger or consolidation) may require as a condition to
the Change in Control Payment that Executive continue in employment for a period of up to
six (6) months after the consummation of the Change in Control (“Period of Continued
Employment”). The Corporation or surviving entity shall inform Executive of the condition
of continued employment through a written notice furnished by personal delivery, overnight
delivery by a recognized carrier or certified mail, return receipt requested, delivered
within forty-five (45) days after the consummation of the Change in Control. During the
Period of Continued Employment Executive’s pre-existing salary (or greater amount), benefits
(or similar benefits which are
2
equivalent in the aggregate) and duties (or comparable duties) shall remain effective and
the location of Executive’s employment shall not, without Executive’s consent, be changed
from the location immediately prior to the Change in Control. If this Section 4 applies,
Executive shall be paid the Change in Control Payment upon completion of the Period of
Continued Employment. If Executive fails to remain employed and complete the Period of
Continued Employment for any reason other than (a) termination without Cause by the
Corporation or such surviving entity, (b) death, (c) disability as determined by a physician
acceptable to Executive and the Corporation or such surviving entity or (d) breach of this
Agreement by the Corporation or such surviving entity, then Executive shall not be paid the
Change in Control Payment.
5.
Miscellaneous
.
(a)
Successors
. This Agreement shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Corporation, in the same manner and to the same extent that the Corporation would be
obligated under this Agreement if no succession had taken place. In the case of any transaction in
which a successor would not, by the foregoing provision or by operation of law, be bound by this
Agreement, the Corporation shall require such successor expressly and unconditionally to assume and
agree to perform the obligations of the Corporation under this Agreement, in the same manner and to
the same extent that the Corporation would be required to perform if no such succession had taken
place. This Agreement may not be assigned by Executive but shall inure to the benefit of
Executive, his heirs and personal representatives.
(b)
Employment Status
. This Agreement does not constitute a contract of employment or impose
upon the Corporation any obligation to retain Executive as an employee, to change the status of
Executive’s employment, or to change any employment policies of the Corporation.
(c)
Withholding of Taxes
. The Corporation shall withhold from any amounts payable under this
Agreement all federal, state, local or other taxes that are legally required to be withheld.
(d)
No Effect on Other Benefits
. Benefits payable under this Agreement shall not be counted as
compensation for purposes of determining benefits under other benefit plans, programs, policies and
agreements, except to the extent expressly provided therein.
(e)
Validity and Severability
. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect.
(f)
Settlement of Claims
. The Corporation’s obligation to make the payment provided for in
this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other
right which the Corporation may have against the Executive.
(g)
Governing Law
. The Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan.
3
(h)
Entire Agreement
. This Agreement sets forth the entire understanding of the Corporation
and Executive with respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter, and may not be waived or
modified, in whole or in part, except by a writing signed by each of the parties hereto.
(i)
Counterparts
. This Agreement may be executed counterpart, which together will constitute
but one and the same instrument and may be sufficiently evidenced by any one counterpart.
The Corporation and Executive have executed this Agreement as of the date set forth below.
|
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan Firestone
|
|
/s/ Warren S. Lada
|
|
(Sign)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Chairman, Compensation Committee
|
|
Warren S. Lada
|
|
(Print)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date:
|
|
December 28, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
4
EXHIBIT 10(t)
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement (this “Agreement”) between SAGA COMMUNICATIONS, INC. (the
“Corporation”) and the undersigned executive (“Executive”) is effective on the date set forth
following the parties’ signatures below.
RECITALS
Executive is a valued member of the Corporation’s management team. The Corporation desires to
furnish Executive with a payment in the event of a Change in Control, subject to the terms and
conditions set forth in this Agreement.
The Corporation and Executive agree as follows:
1.
Change in Control Definition.
For the purpose of this Agreement, “Change in Control” shall
mean the occurrence, subsequent to the effective date of this Agreement, of any of the following:
(a) Any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than Edward K. Christian,
the Corporation, any trustee or other fiduciary holding Corporation common stock under an employee
benefit plan of the Corporation or a related company, or any corporation which is owned, directly
or indirectly, by the stockholders of the Corporation in substantially the same proportions as
their ownership of the Corporation’s common stock, is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty percent (30%) of
the combined voting power of the Corporation’s then outstanding securities and Edward K. Christian
ceases to be the Chairman and Chief Executive Officer of the Corporation;
(b) The consummation of a merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting securities of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or
(c) The approval of the stockholders of the Corporation of a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation of all or
substantially all of its assets.
2.
Change in Control Payment.
The Corporation shall pay Executive a lump sum payment (the
“Change in Control Payment”) within forty-five (45) days after the consummation of a Change in
Control. Notwithstanding the previous sentence, if Executive is furnished with the notice under
Section 4 of this Agreement, the time of the Change in Control Payment and conditions of such
payment shall be governed by Section 4. The Change in Control Payment
1
shall be calculated at one and one-half (1.5) times the average of Executive’s last three (3)
full calendar years of Cash Compensation. “Cash Compensation” means the total of Executive’s base
salary and any annual cash bonus paid. The change in Control Payment shall be due only upon
consummation of the first Change in Control following the effective date of this Agreement and not
upon any subsequent Change in Control. In the event that the Change in Control Payment would
constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code
and the Change in Control Payment would be subject to the excise tax imposed by Section 4999 of
such Code, the Corporation shall pay Executive an additional amount such that the net amount
retained by Executive, after deduction of such excise tax on the Change in Control Payment and any
federal, state and local income tax and payroll tax on the additional amount paid, but before
deduction for any federal, state and local income tax and payroll tax on the Change in Control
Payment, shall be equal to the Change in Control Payment. The good faith opinion of the
Corporation’s independent certified public accountants, appointed prior to the Change in Control,
that the Change in Control Payment is not a “parachute payment” or is not subject to such excise
tax, shall be conclusive. The Corporation shall bear the cost of any such opinion by such
accountant.
3.
Termination of Employment.
If Executive’s employment is terminated by the Corporation
without Cause within six (6) months prior to the consummation of a Change in Control, then
Executive shall be paid the Change in Control Payment at the time set forth in Section 2. For the
purpose of this Agreement, “Cause” means (a) willful dishonesty involving the Corporation,
excluding good faith expense account disputes, (b) conviction of or entering of a no contest plea
to a felony or other crime involving material dishonesty or moral turpitude, (c) material failure
or refusal to perform Executive’s duties or other lawful directive from the Corporation’s CEO or
Board of Directors which is not cured by the Executive within ten (10) days after receipt by
Executive of a written notice from the Corporation specifying the details thereof, (d) willful
violation by Executive of the Corporation’s lawful policies or of Executive’s fiduciary duties,
which violation is not cured by the Executive within ten (10) days after receipt by Executive of a
written notice from the Corporation specifying the details thereof, (e) Executive’s willful
violation of the Corporation’s published business conduct guidelines, code of ethics, conflict of
interest or similar policies or (f) illegal drug or substance abuse or addiction by Executive which
is not protected by law.
Except as set forth in this Section 3, Executive shall not be paid the Change in Control
Payment unless Executive is employed with the Corporation at the time that the Change in Control is
consummated.
4.
Condition of Continued Employment.
In the event of a Change in Control (other than the
approval of a plan of liquidation described in Section 1(c)), the Corporation (or surviving entity
in the event of a merger or consolidation) may require as a condition to the Change in Control
Payment that Executive continue in employment for a period of up to six (6) months after the
consummation of the Change in Control (“Period of Continued Employment”). The Corporation or
surviving entity shall inform Executive of the condition of continued employment through a written
notice furnished by personal delivery, overnight delivery by a recognized carrier or certified
mail, return receipt requested, delivered within forty-five (45) days after the consummation of the
Change in Control. During the Period of Continued Employment Executive’s pre-existing salary (or
greater amount), benefits (or similar benefits which are
2
equivalent in the aggregate) and duties (or comparable duties) shall remain effective and the
location of Executive’s employment shall not, without Executive’s consent, be changed from the
location immediately prior to the Change in Control. If this Section 4 applies, Executive shall
be paid the Change in Control Payment upon completion of the Period of Continued Employment. If
Executive fails to remain employed and complete the Period of Continued Employment for any reason
other than (a) termination without Cause by the Corporation or such surviving entity, (b) death,
(c) disability as determined by a physician acceptable to Executive and the Corporation or such
surviving entity or (d) breach of this Agreement by the Corporation or such surviving entity, then
Executive shall not be paid the Change in Control Payment.
5.
Miscellaneous
.
(a)
Successors
. This Agreement shall bind any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Corporation, in the same manner and to the same extent that the Corporation would be
obligated under this Agreement if no succession had taken place. In the case of any transaction in
which a successor would not, by the foregoing provision or by operation of law, be bound by this
Agreement, the Corporation shall require such successor expressly and unconditionally to assume and
agree to perform the obligations of the Corporation under this Agreement, in the same manner and to
the same extent that the Corporation would be required to perform if no such succession had taken
place. This Agreement may not be assigned by Executive but shall inure to the benefit of
Executive, his heirs and personal representatives.
(b)
Employment Status
. This Agreement does not constitute a contract of employment or impose
upon the Corporation any obligation to retain Executive as an employee, to change the status of
Executive’s employment, or to change any employment policies of the Corporation.
(c)
Withholding of Taxes
. The Corporation shall withhold from any amounts payable under this
Agreement all federal, state, local or other taxes that are legally required to be withheld.
(d)
No Effect on Other Benefits
. Benefits payable under this Agreement shall not be counted as
compensation for purposes of determining benefits under other benefit plans, programs, policies and
agreements, except to the extent expressly provided therein.
(e)
Validity and Severability
. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of the Agreement,
which shall remain in full force and effect.
(f)
Settlement of Claims
. The Corporation’s obligation to make the payment provided for in
this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other
right which the Corporation may have against the Executive.
(g)
Governing Law
. The Agreement shall be governed by and construed in accordance with the
laws of the State of Michigan.
3
(h)
Entire Agreement
. This Agreement sets forth the entire understanding of the Corporation
and Executive with respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter, and may not be waived or
modified, in whole or in part, except by a writing signed by each of the parties hereto.
(i)
Counterparts
. This Agreement may be executed counterpart, which together will constitute
but one and the same instrument and may be sufficiently evidenced by any one counterpart.
The Corporation and Executive have executed this Agreement as of the date set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
SAGA COMMUNICATIONS, INC.
|
|
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jonathan Firestone
|
|
|
|
/s/ Marcia K. Lobaito
|
|
(Sign)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Chairman, Compensation Committee
|
|
|
|
Marcia K. Lobaito
|
|
(Print)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date: December 28, 2007
|
|
|
|
|
|
|
4