Exhibit 10.(f)(v)
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 1st day of January, 1995, by and between Outlet
Communications, Inc., a Delaware corporation and Outlet Broadcasting, Inc.,
a Rhode Island Corporation (collectively the "Corporation"), and Adam G.
Polacek ("Executive").
W I T N E S S E T H:
-------------------
WHEREAS, the Corporation desires to assure itself of the services of
Executive and Executive is willing to make his services available to the
Corporation on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Agreement, IT IS AGREED:
1. Employment. The Corporation hereby employs Executive and Executive
----------
hereby accepts employment with the Corporation on the terms and conditions
set forth in this Agreement.
2. Term. The term of Executive's employment hereunder shall commence
----
on January 1, 1995 and shall continue through December 31, 1996 unless earlier
terminated pursuant to Paragraph 6 hereof. Notwithstanding the foregoing,
the Executive's employment shall be automatically extended for consecutive
one-year periods unless notification to the contrary is given by one of
the parties to this Agreement no later than six months prior to the expiration
of the initial two year term or any extension thereafter.
3. Duties. (a) Executive shall serve as Vice President and General
------
Manager Station WNCN, Raleigh, North Carolina during the term of this Agreement
and will, under the direction of the Chief Executive Officer of the
Corporation, faithfully and to the best of his ability perform the duties
of such offices. Executive agrees to devote such time, energy, and skills
to such employment as required.
4. Compensation. Executive's compensation for the services performed
------------
under
1
this Agreement shall be as follows:
(a) Compensation.
------------
(i) Base Salary. Executive shall receive: a base salary of One
-----------
Hundred Thirty Thousand Dollars ($130,000) per year, payable in regular
bi-monthly installments ("Base Salary").
(ii) Adjustment. Executive's basic compensation shall be reviewed
----------
periodically by the Chief Executive Officer and the Compensation Committee
of the Board and adjusted in accordance with the Outlet's Salary Administration
Program, entitling Executive to be benefitted by the Program's provision
governing salary increases.
(b) Incentive Compensation. In addition to the Base Salary, Executive
----------------------
shall be eligible to earn incentive compensation as a participant in Outlet's
Executive Incentive Compensation Plan.
5. Fringe Benefits.
---------------
(a) Generally. Executive shall be entitled to any and all benefits
---------
made available to Executive management-level employees of the Corporation
and such other benefits as the Board may from time to time, in its discretion,
make to Executive.
(b) Insurance.
---------
(i) Medical and Health Coverage. Executive shall be eligible
---------------------------
to participate in all applicable health and welfare plans in effect for
Executives of the Corporation.
(c) Pension. Executive shall be entitled to participate, if eligible,
-------
in the Corporation's current retirement plan and supplemental retirement
plan.
(d) Vacation. Executive shall be entitled to receive paid vacation
--------
annually, in accordance with existing Corporation policy.
(e) Reimbursement for Reasonable Business Expenses. The Corporation
----------------------------------------------
shall reimburse Executive for reasonable expenses incurred by him in connection
with his performance of duties pursuant to this Agreement.
(f) Automobile. During the Employment Period, the Corporation shall
----------
provide Executive with full use of an automobile similar to vehicles provided
to other
2
management-level employees owned or leased by the Corporation for use in
carrying out his duties for both the Corporation and for use in such additional
personal business as Executive may deem appropriate. The Corporation agrees
to provide adequate insurance for the automobile and occupants and to pay
all maintenance and operating costs appropriate or necessary to maintain
such automobile in prime operating condition.
6. Termination of Employment.
-------------------------
(a) Termination for Just Cause. During the term of this Agreement,
--------------------------
the Corporation shall be entitled to terminate Executive's employment at
any time for Just Cause upon not less than sixty (60) days written notice
to Executive specifying the cause and the date of termination. For this
purpose, "Just Cause" shall mean fraud, conviction of a felony, dishonesty,
gross negligence in the performance of his duties to the Corporation, willful
misconduct in the performance of his duties to the Corporation, willful
misrepresentation to shareholders and directors which is materially injurious
to the Corporation, willful failure to comply with a reasonable written
order of the Board of Directors and material breach of this Agreement. In
the event of such termination, payments for Base Salary and vested rights
to fringe benefits shall be prorated to the date of termination. All other
obligations of the Corporation hereunder shall cease as of the date of
termination.
(b) Termination for Death or Permanent Incapacity. In the event
---------------------------------------------
of Executive's death while employed hereunder or if Executive's employment
hereunder is terminated by reason of permanent incapacity, as herein provided,
Corporation shall continue to pay the base salary specified in subparagraph
4(a)(i) above through the end of the month in which such event occurs; and
Executive shall also be entitled to a pro rata portion of the Incentive
Bonus, if any, based on actual performance of Corporation, which Executive
would have earned had he continued in its employ for the balance of the
year in which such event occurs using the ratio to twelve months of the
number of months of that year to and including the month in which such event
occurs.
If during the term of this Agreement Executive should become disabled,
through illness or otherwise, from performing his duties hereunder, Executive
shall be entitled to a leave of absence from corporation for the duration
of any such disability up to but not
3
exceeding six months in any one twelve-month period. Executive's base salary
retainer and Incentive Bonus and his status as an employee hereunder shall
continue during any such leave of absence. Executive shall be deemed to
be permanently incapacitated only if and when his leaves of absence for
disability shall have continued beyond those specified in this paragraph
and thereafter upon impartial medical advice it shall have been certified
to corporation that the disability is such that it will substantially impair
his ability to perform his duties hereunder.
(c) Termination Without Just Cause. During the term of this Agreement,
------------------------------
the Corporation shall be entitled to terminate Executive's employment without
Just Cause upon not less than sixty (60) days' written notice to Executive
specifying the date of termination; provided however, that if this Agreement
is terminated by the Corporation for any reason other than for Just Cause,
or if the Agreement is terminated by the Corporation for any reason which
the Corporation believes constitutes Just Cause, and it is ultimately
determined that Executive was wrongfully terminated, Executive shall continue
to receive his Base Salary in the amount and manner as if both parties had
fully performed their obligations under this Agreement for the Employment
Period notwithstanding such termination.
7. Noncompetition. The Corporation and Executive agree that the
--------------
Corporation's customer contacts and relations are established and maintained
at great expense and that Executive by virtue of employment under this
Agreement, will have unique and extensive exposure to the personal contact
with the Corporation's customers and that he will be able to establish a
unique relationship with those customers and the opportunity, both during
and after employment, to unfairly compete with the Corporation (which term,
for purposes of this paragraph 7, shall include the Corporation, or any
affiliate or subsidiary of the Corporation which provides similar products
and services). Therefore, Executive and the Corporation agree as follows:
(a) During Term of Employment. Executive agrees during his employment
-------------------------
with the Corporation that he shall not, directly or indirectly, either
individually or as an employee, agent, partner, shareholder, consultant,
or in any other capacity participate in, engage in, or have a financial
or other interest in any business which is directly competitive with the
4
Corporation or any successor or assign of the Corporation. The ownership
of an interest constituting not more than one percent (1%) of the outstanding
debt or equity in a corporation whose shares are traded in a recognized
stock exchange or trade in the over-the-counter market, even though the
corporation may be a competitor of the Corporation, shall not be deemed
financial participation in a competitor.
(b) Upon Termination of Employment. Executive agrees that upon
------------------------------
termination of employment with the Corporation, for a period of one (1)
year after December 31, 1996, or the termination date of his employment
with the Corporation, whichever date is later, he will not, directly or
indirectly, individually or as an employee, agent, partner, shareholder,
consultant, or in any other capacity, canvass, contact, solicit or accept
on behalf of himself or any other corporation, any customers with whom
Executive had personal contact or whose account Executive personally serviced
or supervised while employed hereunder, for the purpose of providing services,
products or business directly competitive with those then being provided
by the Corporation, in the city in which the Executive was employed.
8. Confidentiality. In the course of his employment with the Corporation
---------------
prior to the date hereof Executive had, and in the course of his employment
hereunder Executive will have, access to confidential information and records,
data, formulae, specifications and other trade secrets of the Corporation
and its affiliates and subsidiaries ("Confidential Information"). During
and after his employment by the Corporation, Executive shall not directly
or indirectly disclose Confidential Information to any person or use any
Confidential Information, except as required in the course of such employment.
All records, files, drawings, documents, models, equipment and the like
relating to the Corporation's or any of its affiliates' or subsidiaries'
business, which Executive shall prepare or use or come into contact with,
shall be and remain such company's sole property and shall not be removed
from such company's premises without its written consent, except as required
in the course of such employment.
9. Specific Performance. In the event of any controversy concerning the
--------------------
rights or obligations under this Agreement, such rights or obligations shall
be enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be
5
cumulative and nonexclusive and shall be in addition to any other remedy
to which the parties may be entitled.
10. Sale, Consolidation or Merger. In the event of a sale of the stock
-----------------------------
of the Corporation, or consolidation or merger of the Corporation with or
into another corporation or entity, or the sale of substantially all of
the operating assets of the Corporation to another corporation, entity or
individual, the Corporation's successor-in-interest shall be deemed to have
assumed all liabilities of the Corporation under this Agreement.
11. Waiver. The failure of either party to insist, in any one or more
------
instances, upon performance of the terms or conditions of this Agreement
shall not be construed as a waiver or a relinquishment of any right granted
hereunder or of the future performance of any such term, covenant or condition.
12. Notices. Any notice to be given hereunder shall be deemed sufficient
-------
if addressed in writing and delivered by registered or certified mail or
delivered personally, in the case of the Corporation, to its principal business
office and in the case of Executive, to his address appearing on the records
of the Corporation, or to such other addresses as he may designate in writing
to the Corporation.
13. Severability. In the event that any provisions shall be held to
------------
be invalid or unenforceable for any reason whatsoever, it is agreed such
invalidity or unenforceability shall not affect any other provision of this
Agreement and the remaining covenants, restrictions, and provisions hereof
shall remain in full force and effect and any court of competent jurisdiction
may so modify the objectionable provision as to make it valid, reasonable,
and enforceable.
14. Amendment. This Agreement may be amended only by an agreement in
---------
writing signed by the parties hereto.
15. Entire Agreement. This Agreement contains the entire agreement
----------------
of the parties with respect to Executive's employment by the Corporation
and supersedes any prior or simultaneous agreements between them, whether
oral or written.
16. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of Rhode Island.
6
17. Coverage. The provisions set forth in this Agreement with respect
--------
to the terms and conditions of Executive's employment will not prevent
Executive from participating in any other employee compensation or benefit
program adopted by the Corporation for its key employees solely because
such programs are not specifically mentioned in this Agreement.
18. Benefit. This Agreement shall be binding upon and inure to the
-------
benefit of and shall be enforceable by and against the Corporation, its
successors and assigns, and Executive, his heirs, beneficiaries, and legal
representatives. It is agreed that the rights and obligations of Executive
may not be delegated or assigned except as specifically set forth in this
AGreement.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day, month and year first above written.
ATTEST: OUTLET COMMUNICATIONS, INC.
/s/Ann Snell By:/s/James G. Babb
------------------------------- -----------------------------------------
Chairman, President & CEO
ATTEST: OUTLET BROADCASTING, INC.
/s/Ann Snell By:/s/James G. Babb
------------------------------- ----------------------------------------
Chairman, President & CEO
WITNESS:
/s/Douglas R. Hamilton By:/s/Adam G. Polacek
------------------------------- ----------------------------------------
Adam G. Polacek
ROM:bvl:9326a
7