Ion Media Networks Inc. – ‘10-K’ for 12/31/03 – EX-10

On:  Wednesday, 3/31/04, at 5:19pm ET   ·   For:  12/31/03   ·   Accession #:  1005150-4-854   ·   File #:  1-13452

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                        100    714K 
 2: EX-10       Exhibit 10.208.2                                       2     15K 
 3: EX-10.224   Material Contract                                     14     46K 
 4: EX-10.225   Material Contract                                     14     47K 
 5: EX-10.226   Material Contract                                     14     46K 
 6: EX-10.227   Material Contract                                     14     47K 
 7: EX-10.229   Material Contract                                    135    594K 
 8: EX-10.230   Material Contract                                     41    171K 
 9: EX-14.1     Material Foreign Patent                                7     35K 
10: EX-23       Exhibit 23.1                                           1      8K 
11: EX-23       Exhibit 23.2                                           1      8K 
12: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2     12K 
13: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2     12K 
14: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      8K 
15: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      8K 

EX-10   —   Exhibit 10.208.2
Exhibit Table of Contents

EX-10
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                                                                EXHIBIT 10.208.2

 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

    This Amendment No. 2 to Employment Agreement is entered into as of
January 15, 2004 (the "Effective Date"), between Paxson Communications          
Corporation, a Delaware corporation (the "Company"), and Lowell W. Paxson (the  
"Executive"). This instrument amends the Employment Agreement dated October 16, 
1999 between the Company and the Executive, as amended by the Amendment to      
Employment Agreement dated as of December 16, 2002 (as in effect prior to the   
execution of this instrument, the "Agreement"). Capitalized terms used and not  
otherwise defined herein have the respective meanings assigned thereto in the   
Agreement.                                                                      

         1. The Company and the Executive agree that, pursuant to Paragraph 4(a)
of the Agreement, the date on which the annual 10% increase to the Executive's  
Base Salary is effective shall be changed from October 16th to the following    
January 1st of each year, and in lieu of such two and one half month delay, the 
Executive's Base Salary shall be rounded to $880,000 per annum effective January
1, 2004.                                                                        

   2. The Company and the Executive agree that Paragraph 4(b) of the
Agreement is hereby amended and restated in its entirety as follows:            

         "Executive shall be entitled to earn an annual bonus, based upon Paxson
      Group performance and the Executive's individual performance, in the
amount and on the terms described below:                      

                "Total Annual Bonus Target" for Executive in any fiscal year
               shall be 100% of Executive's Base Salary then in effect, as
follows:                                    

                  (A) 35% of the Total Annual Bonus Target for
                           Executive may be earned as an "Individual Performance
Bonus Award"; and         

                  (B) 65% of the Total Annual Bonus Target for
                Executive may be earned as a "Paxson Group
Performance Bonus Award". 

             "Individual Performance Bonus Award" - Executive shall be
     entitled to such award, if, in the opinion of the
               non-management members of the Board of Directors of Paxson,
                Executive has, satisfactorily performed the tasks associated
                with the position of Chairman and Chief Executive Officer of
              the Company (which may include, among other things, having
 remained within budget for such fiscal year).

               "Paxson Group Performance Bonus Award" - Executive shall be
                 entitled to such award, if the Company achieves the financial
           performance goals (revenues, cash flow, earnings, etc.)
             established by the Compensation Committee of the Board of
              Directors of the Company for the award of bonuses to other
senior management of the Company.           

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                       The Individual Performance Bonus Award and Paxson
                 Group Performance Bonus Award (collectively the "Total Annual
                  Bonus Award") shall be payable during the first six (6) months
                  of each fiscal year following each fiscal year during the term
             of the Agreement in which the Total Annual Bonus Award is
           earned and shall be prorated during any partial year of
               employment covered hereby. For example, a bonus if any, for
                six (6) months of employment in 2004 would be payable during
              the first six (6) months of 2005 and determined using 2004
               financial goals and would be equal to one-half (1/2) of the
           Total Annual Bonus Award for such year (e.g. 1/2 of the
                 Individual Performance Bonus and the Paxson Group Performance
                  Bonus, each as may have been earned). Notwithstanding anything
                to the contrary contained herein, the Annual Bonus described
                 hereunder shall be effective for fiscal year 2004 (payable in
            the first six months of 2005) and the Annual Bonus terms
                effective for Executive for fiscal year 2003 (payable in the
             first six months of 2004), as set forth in any superceded
           employment agreement or other arrangement, shall remain
         effective and are hereby incorporated herein in their
entirety."                                  

     Except as amended by this instrument, the Agreement shall remain in
full force and effect and all other terms and conditions of the Agreement remain
the same.                                                                       

      IN WITNESS WHEREOF, the Company and the Executive have executed this
instrument as of the Effective Date.                                            

COMPANY:                        

 PAXSON COMMUNICATIONS CORPORATION

By__________________________
 Name: Dean M. Goodman
                        Title: President and Chief Operating Officer

EXECUTIVE:                      

-----------------------------   
Lowell W. Paxson                

                                                                          Page 2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/04							10-Q
		1/15/04		1
		1/1/04		1
For Period End:		12/31/03							NT 10-K
		12/16/02		1					8-K
		10/16/99		1
									List all Filings