EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of 11/30/22 by and between Michael Strober, an individual resident of New York (“Executive”), and Nexstar Media Inc., a Delaware corporation (the “Company”).
The Company desires to retain the services of Executive as Executive Vice President & Chief Revenue Officer of the Company, and Executive desires to be employed by the Company under the terms and conditions of this Agreement.
In consideration of the mutual promises set forth herein and the mutual benefits to be derived from this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:
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In no event will the termination of Executive’s employment affect the rights and obligations of the parties set forth in this Agreement, except as expressly set forth herein. Any termination of Executive’s employment pursuant to this Paragraph 3 will be deemed to include a resignation by Executive of all positions with the Company and each of its subsidiaries and affiliates.
Period | Base Salary |
From January 1, 2023 and thereafter | $700,000.00 |
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The Company shall pay to Executive his Base Salary ratably during each 12-month period under this Agreement on a basis consistent with other Company executives.
Subject to the approval of the CEO and the Compensation Committee, the Company shall pay Executive a single sum cash amount equal to the Bonus, if any, earned in accordance with this Paragraph 4(b) within thirty (30) days after the independent certified public accountants regularly employed by the Company have made available to the Company the Company’s audited financial statements for the appropriate fiscal year. Executive will be eligible to receive payment of his Bonus, if any, provided Executive is employed on the date of payment, except that the Executive will be eligible to receive a “Prorated Bonus” payment for the year in which the Executive terminates employment under the circumstances described in Paragraph 6. Any Prorated Bonus shall be determined by multiplying (i) the actual Bonus the Executive would have been due for the full year based on actual results for such year had the Executive remained employed through the payment date by (i) a fraction, the numerator of which is the number of days between (and inclusive of) the first day of the applicable bonus program year and the date of the Executive’s termination of employment, and the denominator of which is the total number of days in the applicable bonus program year), such Prorated Bonus to be payable at the same time bonuses under the annual incentive plan are paid to other senior executives of the Company (and in all events no later than March 15 of the calendar year following the calendar year in which the Executive incurs a termination of employment).
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Pursuant to 18 U.S.C. §1833(b), Executive understands that he will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if he files a lawsuit for retaliation by the Company for reporting a suspected violation of law, he may disclose the trade
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secret to his attorney and use the trade secret information in the court proceeding if he (I) files any document containing the trade secret under seal, and (II) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that Executive has with the Company shall prohibit or restrict him from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.
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24. Indemnification. The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless Executive and his heirs, estate, executors and administrators against any costs, losses, claims, suits, proceedings, damages or liabilities to which Executive may become subject which arise out of, are based upon or relate to Executive’s employment by the Company (and all services provided to the Company prior to such employment), including without limitation reimbursement for any legal or other expenses reasonably incurred by Executive in connection with the investigation of and defense against any such claims, suits, or proceedings. Notwithstanding the foregoing, however, the Company’s obligation to defend, indemnify and hold harmless contained in this paragraph shall not apply to claims between the Company and Executive (including Executive’s heirs, estate, executors and administrators) including, without limitation, disputes arising out of the terms of this Agreement, nor shall it apply to any claims or suits successfully adjudicated on the merits against Executive based upon Executive’s willful misconduct or gross negligence or Executive’s breach of any term of this Agreement (in which event Executive shall promptly return to the Company all legal and other expenses paid on his behalf). The Company also agrees to maintain directors and officers insurance in an amount and of a type reasonably appropriate for the Company’s business, and to name Executive as an additional insured for so long as he serves as an officer of the Company. This paragraph shall survive the termination of Executive’s employment with the Company and/or this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and made effective as of the day and year first above written.
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| /s/ Michael Strober |
Michael Strober | |
Executive |
ACCEPTED AND AGREED:
NEXSTAR MEDIA INC.
/s/ Perry A. Sook |
Perry A. Sook Chairman & Chief Executive Officer |
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SCHEDULE A
Performance Bonus Metrics:
Fiscal 2023:
Fiscal 2024 and 2025:
• 25% earned if the Local Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year
• 25% earned if the National Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year
• 25% earned if the Political Division exceeds 95% of budgeted Net Advertising Revenue for the fiscal year
• 25% earned at the discretion of the CEO and/or Compensation Committee of the Board of Directors
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SCHEDULE B
10,000 Restricted Stock Units
Issue Date of 1/2/23
Time Based Units
Total Units: 6,666
Vesting : 3,333 – 1/2/24
1,666 – 1/2/25
1,667 – 1/2/26
Performance Based Units
Total Units: 3,334
Vesting: 1,667 – 3/1/25
1,667 – 3/1/26
Vesting Metric: Earned if Total Net Advertising Revenue (Local, National, Political) of the company for the prior fiscal year exceeds 95% of budgeted Total Net Advertising Revenue
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