EXHIBIT 10.3
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made to be effective as of September 19, 2023 (the “Effective Date”) by and between Sean Compton, an individual resident of Pennsylvania (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”).
WHEREAS, Executive and the Company are parties to that certain Executive Employment Agreement dated August 26, 2019, which expires on September 18, 2023, (the “Original Agreement”); and,
WHEREAS, the Company desires to continue to retain the services of Executive as President - Networks upon the expiration of the Original Agreement, and Executive desires to be employed by the Company under the terms and conditions of this Agreement; now,
THEREFORE, 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.
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Notwithstanding the foregoing, for fiscal year 2023, Executive’s Bonus calculation will be made on a prorated basis taking into account Executive’s Base Salary change on September 19, 2023.
Paragraph 3(a) | [Death] |
Paragraph 3(b) | [Disability] |
Paragraph 3(d) | [By the Company for Cause] |
Paragraph 3(g) | [By Executive Without Good Reason] |
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The Company will pay to Executive (or Executive’s estate, as the case may be) as soon as practicable following such termination (but in no event later than thirty (30) days after the date of such termination except as provided in clause (iii)) (i) all accrued and unpaid Base Salary as of the date of termination as provided in Paragraph 4, (ii) an amount (calculated at the rate of the Base Salary in effect on such date) for all accrued but unused vacation time as of such date, (iii) the amount of all earned and unpaid Bonus amounts for years preceding the year of termination payable as provided in Paragraph 4(c).
Paragraph 3(c) | [Consolidation, Merger or Comparable Transaction] |
Paragraph 3(e) | [By the Company Other Than for Cause] |
Paragraph 3(f) | [By Executive with Good Reason] |
The Company will pay to Executive as soon as practicable following the effective date of the Release (but in no event later than thirty (30) days after the Release effective date) an amount equal to twelve (12) months of Executive’s then current salary plus an additional $29,000.00.
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22. Code Section 280G. If Executive receives any payments or distributions pursuant to this Agreement or otherwise (“Payments”) that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and, but for this Paragraph 22, would be subject to the excise tax imposed by Code Section 4999 (“Excise Tax”), then the Payments shall be reduced to the Reduced Amount only if reducing the Payments would provide Executive with a greater net after-tax amount than if no such reduction took place. The "Reduced Amount" shall be a present value amount that maximizes the aggregate present value of the Payments without causing any portion of the Payments to be subject to the Excise Tax, determined in accordance with Code Section 280G(d)(4).
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.
| /s/ Sean Compton |
Sean Compton | |
Executive |
ACCEPTED AND AGREED:
NEXSTAR MEDIA GROUP, INC.
/s/ Perry A. Sook |
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Perry A. Sook |
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Chairman/CEO |
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