Form 8-K SAGA COMMUNICATIONS INC For: Mar 24

 

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): March 24, 2015

 

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware	1-11588	38-3042953
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 

73 Kercheval Avenue
Grosse Pointe Farms, MI	48236
(Address of Principal Executive Offices)	(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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

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.

 

Effective March 24, 2015 (the “Separation Date”), Steven J. Goldstein, the Executive Vice President and Group Program Director for Saga Communications, Inc. (the “Company”), voluntarily resigned from employment with the Company. In connection with Mr. Goldstein’s resignation, the Company and Mr. Goldstein entered into a Separation Agreement and Mutual Release of All Claims (the “Separation Agreement”) effective as of April 1, 2015 (the “Effective Date”) and a related Consulting Agreement effective on the Effective Date (the “Consulting Agreement”).

 

Pursuant to the terms of the Separation Agreement, as of the Separation Date Mr. Goldstein has resigned from all positions with the Company, and the Company has accepted such resignations. Except as set forth in the Separation Agreement, all compensation and benefits from the Company to Mr. Goldstein terminate on the Separation Date. The Separation Agreement also provides that all of the 3,526 shares of Class A Common Stock of the Company granted to Mr. Goldstein under the terms of the Restricted Stock Agreement dated November 6, 2013 between Mr. Goldstein and the Company will be fully vested as of the Effective Date, and Mr. Goldstein’s rights with respect to certain stock options and nonqualified deferred compensation will be as set forth in the respective grant awards/plans and will not be affected by the Separation Agreement. The Company and Mr. Goldstein also agreed to certain mutual releases and covenants not to sue or provide assistance to any person or entity regarding pursuit of a claim against the Company or Mr. Goldstein, unless compelled by law. Mr. Goldstein agreed to certain obligations regarding (i) the Company’s confidential information, (ii) the return of Company property, records and documents, (iii) non-disparagement, and (iv) cooperation in litigation, investigative or other proceedings involving Company matters that occurred during his employment with the Company. Pursuant to applicable law, the Separation Agreement may be revoked by Mr. Goldstein prior to the Effective Date and if this occurs, Mr. Goldstein’s voluntary resignation from employment will remain effective and he will not be engaged as a consultant by the Company.

 

The Consulting Agreement provides that Mr. Goldstein will provide consulting services to the Company for a period of fourteen months, provided that Mr. Goldstein will not be required to work more than a maximum of ten hours per month. Mr. Goldstein will receive compensation at the rate of $34,167.00 per month for such services, but will be an independent contractor and not eligible for any fringe or employee benefits through the Company. Mr. Goldstein will be entitled to use the Company’s Westport, Connecticut office until the expiration of the Company’s current lease for the premises under the terms of the License Agreement set forth as Exhibit A to the Consulting Agreement. If Mr. Goldstein revokes his acceptance of the Separation Agreement prior to the Effective Date, the Consulting Agreement will be null and void.

 

The foregoing descriptions of the Separation Agreement and the Consulting Agreement are qualified in their entirety by the terms of the Separation Agreement and Consulting Agreement filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, which are incorporated into this Item 5.02 by reference.

 

  

Item 8.01 Other Events.

 

On March 26, 2015, the Company issued a press release announcing Mr. Goldstein’s voluntary resignation, as described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits.

 

     The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit Number		Exhibit Description
10.1		Separation Agreement and Release, effective April 1, 2015, between the Company and Steven J. Goldstein
10.2		Consulting Agreement, effective April 1, 2015, between the Company and Steven J. Goldstein
99.1		Press Release dated March 26, 2015.

 

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: March 26, 2015	By:	/s/ Samuel D. Bush
		Samuel D. Bush
		Senior Vice President and
		Chief Financial Officer

 

  

INDEX OF EXHIBITS

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit Number		Exhibit Description
10.1		Separation Agreement and Release, effective April 1, 2015, between the Company and Steven J. Goldstein
10.2		Consulting Agreement, effective April 1, 2015, between the Company and Steven J. Goldstein
99.1		Press Release dated March 26, 2015.

 

 

 

Exhibit 10.1

 

SEPARATION AGREEMENT AND MUTUAL release of all claims

 

This Separation Agreement and Mutual Release of All Claims (“Agreement”) is made between Steven J. Goldstein (“Executive”) and Saga Communications, Inc. and each of its subsidiaries (the “Company”) as of the effective date (the “Effective Date”) set forth above Executive’s signature below, as follows:

 

1.          Separation from Employment. Executive voluntarily resigns from employment with the Company effective on March 24, 2015 (“Separation Date”). The Company accepts such resignation. Executive further resigns from all, officer, agent or committee positions with the Company, if any, and the Company accepts such resignations. Executive agrees to execute any separate resignation notices for such purposes as reasonably requested by the Company. Executive shall be paid Executive’s salary and all benefits through the Separation Date. Except as set forth in this Agreement, all compensation and benefits from the Company terminate on the Separation Date.

 

2.          Accelerated Vesting of Restricted Stock. Executive was granted 3,526 shares of Class A Common Stock of the Company (“Restricted Stock”) under the terms of that certain Restricted Stock Agreement dated November 6, 2013 between Executive and the Company, with vesting as follows:

 

Shares		Vesting Date		Vesting Status
1,175		November 6, 2014		Vested
1,175		November 6, 2015		Not vested
1,176		November 6, 2016		Not vested

 

Under the terms of such Restricted Stock Agreement, shares which are not vested at the time of termination of employment with the Company are forfeited. Notwithstanding the provisions of the Restricted Stock Agreement, Executive and the Company agree that all of the foregoing Restricted Stock are vested as of the Effective Date and Executive shall have all rights incumbent with such stock, free of any restriction and unlegended certificates representing such shares shall be promptly issued to Executive.

 

3.          Stock Options/Nonqualified Deferred Compensation. Executive holds certain stock options previously granted to him by the Company. Similarly, Executive has previously deferred a portion of his salary pursuant to the Company’s nonqualified deferred compensation plans. Executive’s rights regarding such stock options and deferred compensation balance are as set forth in the respective grant awards/plans in the event of termination of employment with the Company. Such rights are not otherwise affected by this Agreement.

 

 

4.          Mutual Release of All Claims and Covenant Not to Sue. Except for the performance of this Agreement, the Consulting Agreement of even date with the Company, the License Agreement of even date with the Company and any indemnification obligations of the Company or its affiliates in favor of Executive under its/their Articles of Incorporation or Bylaws, Executive, on behalf of Executive and anyone claiming through Executive, releases and forever discharges the Company, its , subsidiaries, joint ventures and affiliated organizations and its/their past and present directors, officers, shareholders, employees, agents, attorneys, benefit plans and plan administrators, sureties, insurers, successors and assigns (collectively “Released Parties”) from all claims, liabilities, demands, rights, costs, attorney fees, causes of action and damages, including all consequential and incidental damages, whether known or unknown, arising from the beginning of time to the Effective Date, including without limitation those relating directly or indirectly to Executive’s employment with the Company and all claims for personal injury, defamation, breach of contract, violation of due process or civil rights, wrongful discharge, and violation of any federal, state or local statute, law or ordinance and the common law, including without limitation violation of the federal Employee Retirement Income Security Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Equal Pay Act, the Americans with Disabilities Act, , the Fair Labor Standards Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, Connecticut Fair Employment Practices Act, Connecticut Family and Medical Leave Act, Connecticut Whistleblower Law, the Michigan Elliott-Larsen Civil Rights Act, the Michigan Persons with Disabilities Act, the Michigan Wage and Fringe Benefits Act, the Michigan Whistleblower’s Protection Act, all such laws as amended to date, and/or any federal, state or local law regarding discrimination, employment, compensation and/or employee civil rights, provided, however, that if any individual of the Released Parties brings a claim against Executive based on any action occurring prior to the Effective Date, then the foregoing release of claims by Executive is withdrawn and shall be of no effect as to such individual, only. Notwithstanding the above, Executive does not release any (a) vested 401(k) plan balance, (b) rights under the federal COBRA law, (c) rights under worker’s compensation and unemployment compensation laws, or (d) any other rights which by law cannot be released.

 

It is understood and agreed that except for the exceptions set forth in this Agreement, this is a full and final release in complete settlement of all claims and rights of every nature and kind whatsoever which Executive has or may have against the Company and other Released Parties.

 

Executive agrees that Executive will never make any claim or demand against the Company and/or other Released Parties as to any matter released under this Agreement, including without limitation the filing of a lawsuit in any state or federal court or, to the full extent authorized by law, the filing of a claim with any governmental agency; provided, however, that the foregoing does not affect any right to file an administrative charge with the Equal Employment Opportunity Commission, subject to the restriction that if any such charge is filed, Executive agrees not to seek or in any way obtain or accept any monetary award, recovery, settlement or relief therefrom. Executive agrees that if Executive makes such claim or demand in violation of this paragraph, (a) this Agreement shall serve as a full and complete defense and (b) Executive will pay the Company’s/Released Parties’ attorney fees and costs to the full extent authorized by law.

  

 

Except for the performance of this Agreement, the Consulting Agreement of even date with Executive and the License Agreement of even date with Executive and except for acts of criminal misconduct by Executive (the Company not having present knowledge of any such criminal misconduct), the Company releases and forever discharges Executive, his executors, personal representatives and heirs from any and all claims, liabilities, demands, rights, costs, attorney fees, causes of action and damages, including all consequential and incidental damages, whether known or unknown, arising from the beginning of time to the Effective Date, including without limitation those relating directly or indirectly to Executive’s employment with the Company and all claims for personal injury, defamation, breach of contract, violation of due process or civil rights, wrongful discharge, and violation of any federal, state or local statute, law or ordinance and the common law. It is understood and agreed that except for the exceptions set forth in this Agreement, this is a full and final release in complete settlement of all claims and rights of every nature and kind whatsoever which the Company has or may have against Executive. The Company agrees that the Company will never make any claim or demand against Executive as to any matter released under this Agreement.

 

5.          No Admission of Wrongdoing. This Agreement shall not be construed as an admission of wrongdoing or liability by the Company or by Executive.

 

6.          Duties as to Confidential Information. Executive agrees that Executive will keep confidential and not disclose or use (other than on behalf of the Company) any and all confidential or proprietary information of the Company. As used in this Agreement, confidential or proprietary information includes trade secrets, methods of operation, broadcast analyses, non-public financial information, employment practices, station acquisition information, customer lists, potential customer lead or prospect lists, business plans, strategic plans, management systems, internal procedures, techniques, processes, and computer systems and programs, including the source and object codes, as well as all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and material (in whatever form or medium maintained) prepared by Executive or the Company, or by its accountants, attorneys and financial advisors, which contain or reflect, or are generated or derived from, any information provided by the Company. Executive further agrees to immediately return all confidential or proprietary information, including those described in Section 7, and not make or retain any copies thereof. Confidential information shall not include i) publicly available information which did not become public through any act of Executive, ii) information independently developed by Executive after the date hereof which is not derived directly or indirectly from confidential information of the Company, or iii) information provided to Executive after the date hereof from an individual or entity not under any confidentiality obligation to the Company and who is not a current or former employee of the Company.

 

7.          Return of Company Property, Records and Documents. Executive shall immediately return at the Company’s expense all property of the Company in Employee’s possession including, but not limited to, any of the following: equipment, including laptop computers, desk top computers and iPads, software and all Company records and documents whether in hard copy or electronic form, including without limitation the following: all contact information, files, broadcast content, broadcast analyses and data compilation, broadcast contests, interactive content and files, promotional materials, competitive information, talent files and correspondence to and from stations, vendors and consultants. Executive shall not make or retain copies of any such Company records and documents other than contact information. Provided, however, Executive may retain and transfer to Executive the cellular telephone number used by him (not the Company office telephone number or fax number) and the office telephone system, microwave, fax machine and office furniture and other Company owned equipment located in the Westport, CT office suite utilized by Executive.

 

 

8.           Mutual No Negative Comments or Interference. Executive shall not until the tenth (10^th) anniversary of the Effective Date: (a) directly or indirectly disparage, criticize or make negative comments about the Company, its directors, officers, employees, stations or holdings or (b) take any action intended to have the effect of damaging the business reputation of the Company or its stations. Executive agrees that Executive will not directly or indirectly induce any employee of the Company to engage in any activities prohibited to Executive under this Agreement or to terminate the employee’s employment with the Company. The foregoing shall not prevent Executive from testifying truthfully if compelled by law, subpoena or other legal process. The Company on behalf of itself, its affiliates and each of their directors and officers, shall not until the tenth (10^th) anniversary of the Effective Date directly or indirectly disparage, criticize or make negative comments about Executive or take any action having the effect of damaging the reputation of Executive. The foregoing shall not prevent representatives of the Company from testifying truthfully if compelled by law, subpoena or other lawful process.

 

9.           No Support for Claims Against the Company. Unless compelled by law, subpoena or other legal process, Executive will not provide, directly or indirectly, any information, encouragement or assistance to any person or entity regarding pursuit of a claim or lawsuit against the Company. Unless compelled by law, subpoena or other legal process neither the Company nor any of its officers or directors shall directly or indirectly provide any information, encouragement or assistance to any person or entity regarding pursuit of a claim against the Executive. This Section 9 shall not prevent Executive from cooperating with the Equal Employment Opportunity Commission or any governmental agency without the necessity of a subpoena.

 

10.         Cooperation in Litigation, Investigations and Company Business. Executive agrees to reasonably cooperate with the Company (which shall be credited against the hourly service obligation under Section 2 of the Consulting Agreement with the Company), without additional compensation other than reimbursement by the Company of Executive’s reasonable expenses, in its defense of or other participation in any administrative, judicial, arbitral, investigative or other proceeding arising from any charge, complaint or other action that has been or may be filed, or with respect to which the Company may be or become involved, relating to any matter that occurred during Executive’s employment with the Company.

 

11.         Violation of Agreement. The parties acknowledge that Sections 6, 7, 8, 9, and 10 are material provisions of this Agreement and that any violation of such Sections will (a) deprive the non-violating party of consideration which is integral to this Agreement and (b) cause irreparable injury to the non-violating party. Accordingly, each party agrees that in the event of such violation, in addition to any other relief permitted by law or this Agreement, the non-violating party shall be entitled to a temporary restraining order, preliminary and permanent injunctive relief and such other equitable relief as appropriate for any such violation without posting a bond or other security being required and without proof of damages. If either Executive or the Company is found by a court of competent jurisdiction (see Section 14(c)) to have intentionally violated this Agreement, the party in violation shall pay all of the legal expenses of the non-violating party, including court costs and attorney fees, for the enforcement of this Agreement.

 

 

12.         No Violations of Law or Contract. Executive represents that he is not actually aware of any violations of law by the Company or of any material breaches of contract or violations of terms and conditions by the Company.

 

13.         Representations and Revocation Rights. Executive represents that Executive has been advised by the Company (and is further advised by this writing prior to execution of this Agreement) that Executive should consult with an attorney before executing this Agreement. Executive acknowledges that Executive has been given at least twenty-one (21) days by the Company in which to consider this Agreement and that if Executive signed the Agreement before expiration of the twenty-one (21) days, Executive did so voluntarily and with the intention of waiving the remainder of such period. The Agreement shall not be effective or enforceable for a period of seven (7) days following the date of Executive’s signature below, during which time only, Executive may revoke this Agreement. Any such revocation must be in writing, signed by Executive and delivered or mailed so as to arrive within such seven (7) days to David C. Stone, Esq., Attorney for Saga Communications, Inc., Bodman PLC, 201 W. Big Beaver Road, Suite 500, Troy, Michigan 48084. No other revocation can be made or will be effective. If Executive revokes this Agreement, Executive’s voluntary resignation from employment shall remain effective and Executive shall not be engaged as a consultant by the Company.

 

14.

Miscellaneous.

 

(a)

This Agreement, together with the Consulting Agreement between Executive and the Company which is executed concurrently with this Agreement, constitute the entire agreement between Executive and the Company regarding the subject matter thereof and supersede any prior or contemporaneous promises, representations or agreements. The Change-In-Control Agreement previously executed by Executive and the Company is null and void. This Agreement cannot be modified orally but only in a written document signed by Executive and an authorized representative of the Company.

 

(b)

Each party has carefully reviewed this Agreement in its entirety and signs as his/its free act.

 

(c)

This Agreement shall be governed by the laws of the State of Michigan without regard to conflict of law principles. Executive and the Company consent to the jurisdiction of the federal and state courts in Wayne County, Michigan for any matter related to this Separation Agreement. EXECUTIVE AND THE COMPANY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT.

 

 

(d)

The captions and headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. This Agreement accurately sets forth the intent and understanding of each party. This Agreement shall not be construed for or against either party as a result of the drafting hereof if there is any dispute over the meaning or intent of any of its provisions.

 

(e)

If any provision of this Agreement, in whole or in part, is determined to be unlawful or unenforceable, the parties agree that such provision shall be deemed modified, if possible, to the extent necessary to render such provision valid and enforceable to the maximum extent permitted by law and, if not possible, it shall be severed from the Agreement. In either event all remaining provisions of this Agreement shall remain in full force and effect.

 

(f)

This Agreement may be executed in counterparts, which together shall constitute one Agreement. A photocopy of this Agreement as signed is effective as an original. Scanned or faxed signatures are effective as originals.

 

Effective on the eighth (8^th) day following the date of Executive’s signature below.

 

READ BEFORE SIGNING

 

		Executive:
3/24/15		/s/ Steven J. Goldstein
Date
		Company:
		SAGA COMMUNICATIONS, INC.
3/24/15		By:	/s/ Edward K. Christian
Date		Its:	Chairman, President and CEO

 

 

 

Exhibit 10.2

 

CONSULTING AGREEMENT

 

This Consulting Agreement (“Agreement”) is made between Saga Communications, Inc. (the “Company”), and Steven J. Goldstein (“Consultant”) effective on the Effective Date as defined hereafter.

 

Introduction

 

Consultant is resigning as Executive Vice President and Group Program Director for the Company on or prior to the Effective Date. The Company wishes to retain Consultant’s services as a consultant, and Consultant wishes to be so retained, under the terms and conditions of this Agreement.

 

IT IS AGREED as follows:

 

1.          Engagement as Consultant. The Company engages the Consultant as its consultant and Consultant accepts such engagement under the terms and conditions of this Agreement.

 

2.          Activities of Consultant. Consultant shall provide consulting with respect to radio programming as reasonably assigned to him by Edward K. Christian, Chairman, President and CEO of the Company. Consultant shall provide the consulting services to Edward K. Christian, Warren S. Lada or the Company’s Director of Programming. Consultant shall use commercially reasonable efforts in the performance of his services hereunder. Consultant shall make himself available, at times reasonably acceptable to him, for the performance of such services and shall devote the time necessary to fully perform such services; provided, however, that Consultant shall be permitted to perform the services hereunder from his home or office and shall not be required to work more than a maximum of ten (10) hours per month. Consultant shall not be required to work on site at the Company or to travel unless mutually agreed to. Consultant’s engagement under this Agreement is nonexclusive; during the Term of this Agreement, Consultant may engage in any other business and ventures, and/or act as a consultant or employee for an organization other than Company, so long as such other work does not violate Section 11 of this Agreement.

 

3.          Effective Date/Condition to Consulting Agreement. Concurrent with this Agreement, Consultant and the Company have executed the Separation Agreement and Mutual Release of All Claims (the “Separation Agreement”). The Separation Agreement provides for a certain seven (7) day revocation right by Consultant. The execution and non-revocation of the Separation Agreement by Consultant is a condition to this Agreement. If Consultant revokes his acceptance of the Separation Agreement as set forth therein, this Agreement is null and void. This Agreement shall be effective on the effective date of the Separation Agreement without revocation by Consultant (“Effective Date”).

 

 

4.           Term.

 

(a)

The term of this Agreement shall commence on the Effective Date and shall terminate on the day before its fourteen (14) month anniversary (the “Term”) unless terminated sooner as a result of termination by the Company for material breach of this Agreement. Upon termination prior to the end of the Term as authorized under this Section 4, Consultant shall be paid only those payments which have accrued for the Term up to such termination, except as otherwise provided in Section 12.

 

(b)

Upon termination of this Agreement and/or expiration of the Term, neither the Company nor Consultant shall have any obligation to extend this Agreement or continue Consultant’s engagement for services unless both parties agree by written contract.

 

5.           Compensation. The Company shall pay Consultant the sum of Thirty-Four Thousand One Hundred Sixty-Seven and no/100 Dollars ($34,167.00) per month with the first payment commencing on the Effective Date and continuing on the first business day of each month thereafter (if May 1, 2015 is the Effective Date, otherwise at 30 day intervals after the initial payment) through the end of the Term (total of fourteen (14) payments). Consultant shall be responsible for the payment of all withholding taxes and other taxes on the compensation paid hereunder. Except as set forth in Sections 2 and 4, payment of the foregoing compensation shall not be conditioned on any set number of hours worked by Consultant.

 

6.           Independent Contractor. Consultant is an independent contractor, not an employee, partner, joint venture or agent of the Company. Contractor has no authority to act for the Company. The Company and Consultant shall have no obligation or liability to each other based on this Agreement or on Consultant’s performance of services hereunder except as specifically provided in this Agreement.

 

7.           Office. Consultant may use the Company’s Westport, CT office under a license (the “License”) as set forth on Exhibit A, until the expiration of the Company’s current lease for the premises. The Company shall be responsible for and pay the rent payments until the lease expiration date and Consultant shall be responsible and pay for all other obligations as set forth in the License. The Consultant agrees to immediately forward by First Class Mail all Saga Communications, Inc. mail, unopened, to the Company’s main office in Grosse Pointe Farms, Michigan to the attention of Warren S. Lada.

 

8.           No Benefits; Expense Reimbursement. Consultant is not eligible for, and hereby waives, any fringe or employee benefits through the Company. The Company shall reimburse Consultant for the actual and reasonable business expenses in the course of the performance of his services hereunder provided such expenses are approved in advance by the Company and the appropriate receipts and reimbursement forms are timely completed.

 

 

9.           Duties as to Confidential Information. Consultant agrees that Consultant will keep confidential and not disclose or use (other than on behalf of the Company) any and all confidential or proprietary information of the Company. As used in this Agreement, confidential or proprietary information includes trade secrets, methods of operation, broadcast analyses, non-public financial information, employment practices, station acquisition information, customer lists, potential customer lead or prospect lists, business plans, strategic plans, management systems, internal procedures, techniques, processes, and computer systems and programs, including the source and object codes, as well as all analyses, compilations, forecasts, studies, summaries, notes, data and other documents and material (in whatever form or medium maintained) prepared by Consultant or the Company, or by its accountants, attorneys and financial advisors, which contain or reflect, or are generated or derived from, any information provided by the Company. Consultant further agrees to immediately return all confidential or proprietary information upon termination of this Agreement and not make or retain any copies thereof. Confidential information shall not include i) publicly available information which did not become public through any act of Consultant, ii) information independently developed by Consultant after the date hereof which is not derived directly or indirectly from confidential information of the Company, or iii) information provided to Consultant after the date hereof from an individual or entity not under any confidentiality obligation to the Company and who is not a current or former employee of the Company.

 

10.         Non-Solicitation or Hire of Employees. For two (2) years after the Effective Date, Consultant agrees that (a) he shall not directly or indirectly encourage, solicit, or otherwise attempt to persuade any employee of the Company to leave the employment of the Company and (b) he shall not directly or indirectly hire any person who is employed with the Company or was employed by the Company within six (6) months or less prior to such hire by Consultant.

 

11.         Non-Competition. Consultant agrees that during the Term, Consultant will not provide, either directly or indirectly, any audio programming or marketing assistance services to any radio station broadcasting in any market in the continental United States in which (a) a Company-owned radio station is broadcasting as of the Effective Date or (b) the Company is actively considering, as of the Effective Date, for the potential acquisition of a station. The foregoing does not prohibit development by Consultant of radio programming for national syndication provided, however, that the Company is granted a first right of refusal during the Term to exclusively license such radio programming for national syndication within the markets under (a) and (b) above at the applicable rate to be charged by Consultant to others, such right of refusal to be exercised by the Company within ten (10) business days after written notice from Consultant and such right is waived if not so exercised. This non-competition restriction covers services provided by Consultant whether as an employee, independent contractor, consultant, owner or any other status.

 

12.         Violation of Agreement or Separation Agreement. Consultant acknowledges that a violation of Sections 9, 10 or 11 will cause irreparable injury to the Company. Accordingly, Consultant agrees that in addition to any other relief permitted by law or this Agreement, the Company shall be entitled to a temporary restraining order, preliminary and permanent injunctive relief and such other equitable relief as appropriate for any breach by Consultant of this Agreement without having to prove damages or post a bond or other security.

 

 

Consultant acknowledges that damages to the Company will be very difficult or impossible to prove in the event of violation by Consultant of Sections 9, 10 or 11 of this Agreement or of Sections 6, 7, 8, 9 or 10 of the Separation Agreement and that compliance with all such Sections is material to this Agreement. Accordingly, as a reasonable estimate of damages and not as a penalty, Consultant agrees that in the event of any material violation of this Agreement, (a) the Company’s obligation to make any remaining payments under Section 5 shall immediately cease and (b) if such violation is established by a final order from a court of competent jurisdiction, Consultant shall promptly repay to the Company all payments received by him under Section 5.

 

If either Consultant or the Company is found by a court of competent jurisdiction (see Section 16(c)) to have intentionally violated this Agreement, the party in violation shall pay all of the legal expenses of the non-violating party, including court costs and attorney fees, for the enforcement of this Agreement.

 

13.         Indemnification. The Company shall indemnify, hold harmless and defend Consultant, to the fullest extent permitted by law, against all actions, proceedings, claims, investigations, threats, losses, costs, liabilities, demands and expenses asserted, assessed or brought by third parties arising out of or related to this Agreement or Consultant’s services hereunder except (a) for Consultant’s gross negligence or willful misconduct, as determined by final order from a court of competent jurisdiction or (b) for Consultant’s indemnification obligation below. Consultant shall indemnify, hold harmless and defend the Company, to the fullest extent permitted by law, against all actions, proceedings, claims, investigations, threats, losses, costs, liabilities, demands and expenses asserted, assessed or brought by third parties arising out of or related to Consultant’s obligations regarding taxes under Section 5 hereof. Neither the Company nor Consultant shall seek or be entitled to incidental, consequential, special, multiple, indirect, punitive or exemplary damages or lost profits or similar items (including loss of revenue or diminution in value) in any claim, action or proceeding relating to this Agreement.

 

14.         Assignment. Consultant may not assign this Agreement. The Company may assign this Agreement to an affiliate, related entity or successor, only provided the Company continues to guaranty in all respects performance by any such assignee.

 

15.         Survival. Sections 9, 10, 11, 12 and 13 shall survive the termination of this Agreement.

 

16.         Miscellaneous.

 

(a)

This Agreement, together with the Separation Agreement, constitutes the entire agreement between Consultant and the Company regarding the subject matter thereof and supersedes any prior or contemporaneous promises, representations or agreements. This Agreement cannot be modified orally but only in a written document signed by Consultant and an authorized representative of the Company.

 

 

(b)

Each party has carefully reviewed this Agreement in its entirety and signs as his/its free act.

 

(c)

This Agreement shall be governed by the laws of the State of Michigan without regard to conflict of law principles. Consultant and the Company consent to the jurisdiction of the federal and state courts in Wayne County, Michigan for any matter related to this Separation Agreement. CONSULTANT AND THE COMPANY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT.

 

(d)

The captions and headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. This Agreement accurately sets forth the intent and understanding of each party. This Agreement shall not be construed for or against either party as a result of the drafting hereof if there is any dispute over the meaning or intent of any of its provisions.

 

(e)

If any provision of this Agreement, in whole or in part, is determined to be unlawful or unenforceable, the parties agree that such provision shall be deemed modified, if possible, to the extent necessary to render such provision valid and enforceable to the maximum extent permitted by law and, if not possible, it shall be severed from the Agreement. In either event all remaining provisions of this Agreement shall remain in full force and effect.

 

(f)

Nothing in this Agreement is intended for the benefit of any third party.

 

(g)

This Agreement may be executed in counterparts, which together shall constitute one Agreement. A photocopy of this Agreement as signed is effective as an original. Scanned or faxed signatures are effective as originals.

 

The parties execute this Agreement effective as of the Effective Date.

 

READ BEFORE SIGNING

 

	Consultant:
March 24, 2015	/s/ Steven J. Goldstein

 

 

	Company:
	SAGA COMMUNICATIONS, INC.
March 24, 2015	By:	/s/ Edward K. Christian
	Its:	Chairman, President and CEO

 

 

EXHIBIT A

 

 

LICENSE AGREEMENT

 

This License Agreement (“Agreement”) is made on March 24, 2015, between Steven J. Goldstein ("Goldstein"), whose address is One Turkey Hill Road, Westport, Connecticut 06881 and Saga Communications, Inc. (“Licensor”), whose address is 73 Kercheval, Suite 201, Grosse Pointe Farms, Michigan 48236.

 

1.          Grant of License. Licensor is a tenant with respect to certain leased property (“Property”) under that certain Lease dated July 30, 1996, as amended by that certain Lease Extension Agreement dated July 3, 2014 (as amended, the “Lease”). Licensor hereby grants Goldstein an exclusive license (the “License”) to use the Property in accordance with the terms of this Agreement. Licensor and its employees, and agents shall have reasonable access to the Property during the term of the License upon twenty-four (24) hours prior written notice.

 

2.          Term. The term of the License shall commence on the date hereof and shall expire on August 31, 2016. Further, Licensor may terminate this Agreement and the License upon written notice to Goldstein in the event of any breach of this Agreement by Goldstein.

 

3.          Consideration. As consideration for this License, Goldstein hereby agrees to perform and pay all obligations under the Lease except for the rent, which shall be paid by Licensor. In the event that Goldstein fails to comply with any of Licensor’s obligations under the Lease (other than payment of rent), Licensor shall be permitted (but shall have no obligation to do so) to perform such obligation on Goldstein’s behalf, whereupon all sums expended by Licensor in connection therewith (including reasonable attorney fees) shall be immediately due and payable by Goldstein to Licensor.

 

4.          Permitted Use. The Property shall be used only for general office purposes and such use shall at all times comply with the terms of the Lease. This Agreement and all of Goldstein's rights hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subject to the terms and conditions of this Agreement, Goldstein will not perform any act or fail to perform any act that causes a default or breach by Licensor, as tenant under the Lease. Except for payment of rent due under the Lease, Goldstein shall, throughout the term of this Agreement, timely and fully observe, perform and comply with all of the provisions of the Lease that are to be observed, performed or complied with by Licensor, as the tenant under the Lease. The License shall terminate automatically upon any termination of the Lease.

 

5.          Compliance with Laws. Goldstein shall obtain any required governmental permits for use of the Property. Goldstein shall comply at all times, at his sole cost and expense, with all applicable laws, ordinances, regulations and building and use restrictions, if any.

 

6.          Default. If: (a) any sum payable by Goldstein hereunder, or any part thereof, shall be unpaid on the date of payment by the terms hereof; or (b) Goldstein shall fail to comply with any of the other terms, covenants or agreements herein contained by Goldstein to be performed under the terms hereof; (c) Goldstein shall cause a default or termination of the Lease due to any act or omission by Goldstein; then Goldstein shall be in default under this Agreement and Licensor shall be entitled to all remedies available at law or in equity, including without limitation the right to immediately terminate the License upon written notice to Goldstein, provided, however, that as to a default under subparts (b) or (c) only, such default must continue for more than five (5) days after written notice thereof to Goldstein

 

 

7.          Alterations/Repairs. Upon expiration of the License, Goldstein shall return the Property in the same condition as it was at the commencement of this License Agreement, reasonable wear and tear excepted. Goldstein shall promptly repair any damage caused during the use of the Property under this Agreement. Goldstein shall not make any alterations to the Property without Licensors’ written consent. Any permitted alterations made by Goldstein after the date hereof shall be removed upon termination of this License and any damage to the Property caused thereby shall be promptly repaired by Goldstein.

 

8.          Insurance. Goldstein shall procure and maintain, at his own cost and expense, throughout the term of the License, the following insurance policies: (1) commercial general liability insurance, with such endorsements reasonably required by Licensor, in amounts of not less than $1,000,000 per occurrence, all liability for injury to or death of a person or persons or damage to property and contractual liability insurance coverage sufficient to cover Goldstein's indemnity obligations hereunder; and (2) such other insurance policy and Licensor shall require or that may be required under the terms of the Lease. Licensor and the landlord under the Lease shall be named as an additional insured party on the insurance required under this Agreement. Upon request by Licensor, Goldstein shall furnish a copy of its certificate of insurance policy or such other evidence satisfactory to Licensor of the maintenance of all insurance coverages required hereunder. All such insurance policies shall be in form reasonably satisfactory to Licensor, and issued by companies with an A.M. Best rating of “A- VII” or better and which are otherwise reasonably satisfactory to Licensor.

 

9.          Indemnification. (i) Goldstein agrees to indemnify, defend and hold the Licensor harmless from any claims, actions, damages, costs (including reasonable attorney fees), fines, obligations, or liabilities incurred by or made against Licensor arising out of (a) breach of this Agreement by Goldstein, or (b) access to or use of the Property by Goldstein, his agents, representatives, contractors, guests or invitees (including, without limit, any accident, injury to or death of persons or loss of or damage to property occurring on or about the Property or any part thereof). The foregoing indemnity and defense obligation shall survive the termination or expiration of this Agreement.

 

(ii) Lessor agrees to indemnify, defend and hold Goldstein harmless from any claims, actions, damages, costs (including reasonable attorney fees), fines, obligations, or liabilities incurred by or made against Goldstein arising out of (a) breach of this Agreement or the Lease by Lessor, or (b) access to or use of the Property by Lessor, its agents, representatives, contractors, guests or invitees (including, without limit, any accident, injury to or death of persons or loss of or damage to property occurring on or about the Property or any part thereof after the date of this Agreement). The foregoing indemnity and defense obligation shall survive the termination or expiration of this Agreement.

 

 

10.         Property Condition. Licensors make no representations or warranties of any kind with respect to the Property. The Property is provided in its “as is” condition.

 

11.         Hazardous Substances. Goldstein shall not generate, manufacture, refine, use, treat, store, handle, mix, transport, remove, dispose, transfer, produce or process any Hazardous Substances on the Property. As used in this paragraph, “Hazardous Substances” shall mean any hazardous substance or hazardous waste as such terms are defined in the Resource Conservation and Recovery Act of 1976, 42 USC 6901 as amended, the Comprehensive Environmental Recovery Compensation and Liability Act of 1980, 42 USC 9601 as amended, or any other federal, state or local environmental laws, regulations or ordinances.

 

12.         Assignment. The License is personal to Goldstein. Goldstein shall have no right to sell, assign, transfer or encumber the License, this Agreement, any interest herein or any rights hereunder, or otherwise permit anyone to use the Property.

 

13.         Non-Liability. Goldstein, as a material part of the consideration to Licensor, assumes all risk of theft, damage to property or injury to persons (including death), in, upon or about the Property after the date of this Agreement, and Goldstein waives all claims in respect thereof against Licensor. On behalf of its insurance company, Goldstein hereby waives any rights of subrogation. Notwithstanding anything herein to the contrary, under no circumstances shall Licensor be liable for lost profits, consequential, special or exemplary damage.

 

14.         Entire Agreement. This Agreement constitutes the entire contemplated agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior oral and written understandings or agreements between the parties.

 

15.         Waiver; Modifications. Failure by Licensor to insist upon or enforce any of its rights shall not constitute a waiver thereof. Licensor may waive the benefit of any provision or condition for its benefit contained in this Agreement. No oral modification hereof shall be binding upon the parties, and any modification shall be in writing and signed by the parties.

 

16.         Applicable Law; Jury Waiver. This Agreement will be governed and interpreted by the laws of the State where the Property is located without giving effect to any applicable principles of conflicts of laws. Each party, after consulting (or having had the opportunity to consult) with counsel of their choice, knowingly and voluntarily, and for their mutual benefit, waive any right to a trial by jury in the event of litigation arising out of or related to this Agreement. In the event Goldstein should materially default under any of the provisions of this Agreement and Licensor should employ attorneys or incur other expenses for the enforcement, performance or observance of any obligation or agreement on the part of the Goldstein herein contained, Goldstein agrees that in addition to any remedies available at law or equity it will pay to the Licensor the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Licensor.

 

 

17.         Binding Effect; Counterparts. This Agreement shall be binding upon and inure to the benefit of, the successors and permitted assigns of the parties hereto. This Agreement may be signed in one or more counterparts, and each counterpart will be considered an original. All of the counterparts will be considered one document and become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other. Delivery via facsimile or PDF transmission of a counterpart of this Agreement as executed by the parties making such delivery shall constitute good and valid execution and delivery for all purposes.

 

18.         Landlord Acceptance. A condition precedent to the validity of this Agreement is the written approval and consent of the landlord under the Lease. Either party may terminate this Agreement by written notice to the other party in the event that the landlord’s approval is not obtained within ten (10) days after the date of this Agreement.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

	Licensor:
	Saga Communications, Inc.
	By:	/s/ Edward K. Christian
	Name:	Edward K. Christian
	Its:	President/CEO
	Licensee:
	/s/ Steven J. Goldstein

 

 

 

Exhibit 99.1

 

Saga Communications, Inc.

Announces Departure of a Senior Officer

 

Contact:

Samuel D. Bush

313/886-7070

 

Grosse Pointe Farms, MI – March 26, 2015 – Saga Communications, Inc. (NYSE MKT-SGA) today announced that Steven J. Goldstein, Executive Vice President and Group Program Director, has left Saga effective March 24, 2015.

 

Edward K. Christian, Chairman, President and CEO of Saga Communications, Inc., thanked Steve for his many contributions over his 28 year career with Saga. To assist in the transition, Mr. Goldstein has agreed to serve as a consultant to the Company.

 

Commenting on his departure Mr. Goldstein said, “Saga has been a remarkable home for 28 years. We have built some terrific brands and grown top talent. Best of all has been working with a wonderfully gifted staff. While I will miss them and Ed Christian, I am pleased to continue with Saga in a consulting capacity and am excited to move on to a more entrepreneurial role with my own company where I will be focusing on digital on-demand audio.”

 

Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The Company owns or operates broadcast properties in 25 markets, including 62 FM and 30 AM radio stations, 1 state radio network, 4 television stations and 5 low-power television stations. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.

 

 

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