MEMORANDUM SEPARATION AGREEMENT

 

                                                                   EXHIBIT 10.16

                            GRAY COMMUNICATIONS, INC.
                            126 N. Washington Street
                           Albany, Georgia 31702-0048

                         MEMORANDUM SEPARATION AGREEMENT

This Memorandum Separation Agreement acknowledges and evidences the
understanding between Gray Communications Systems, Inc. ("Gray") and John T.
Williams ("Williams") regarding Williams' resignation as Chief Executive Officer
of Gray and as a member of the Board of Directors of Gray.  It is agreed between
Gray and Williams that the basic understanding set forth in this memorandum will
be formalized in a Separation Agreement that will fully set forth the
obligations between Gray and Williams.

     1.   RESIGNATION.   Effective December 1, 1995, Williams hereby resigns his
employment as Chief Executive Officer of Gray and as a member of the Board of
Directors of Gray.  Williams acknowledges that his resignation was without "Good
Reason" as defined in paragraph (F) of the Employment Agreement entered into
between Gray and Williams on March 16, 1992, as amended May 6, 1992.

     2.   CONSULTING AGREEMENT.    Williams agrees that during the two year
period he is employed as a consultant, December 1, 1995 through November 30,
1997, he will neither directly nor indirectly, on his own behalf or in the
service or on behalf of others, as an officer, director, manager, supervisor,
administrator, consultant or in any other capacity engage in any business or
activity which is the same or essentially the same as Gray's business of
newspaper publishing or television broadcasting in both the markets it is
serving as of December 1, 1994 and the Knoxville, Tennessee and Tallahassee,
Florida.

     3.   COVENANT NOT TO COMPETE. Williams agrees that during the two year
period he is employed as a consultant, December 1, 1995 through November 30,
1997, he will neither directly nor indirectly, on his own behalf or in the
service or on behalf of others, as an officer, director, manager, supervisor,
administrator, consultant or in any other capacity engage in any business or
activity which is the same or essentially the same as Gray's business of
newspaper publishing or television broadcasting in both the markets it is
serving as of December 1, 1994 and the Knoxville, Tennessee and Tallahassee,
Florida.

     4.   CONFIDENTIALITY.    Williams acknowledges and agrees that in the
performance of his duties as Chief Executive Officer of Gray and as a member of
the Board of Directors of Gray he has been provided with information regarding
the business operations, plans and ownership of Gray that is proprietary and
confidential in nature.  Williams agrees that during the two year period he is

employed as a consultant, December 1, 1995 through November 30, 1997, he will
continue to have a fiduciary responsibility to Gray to maintain the confidential
nature of all information regarding the business operations, plans and ownership
of Gray and that he will not disclose any such information to any individual,
corporate or business entity or governmental agency without first notifying Gray
and consulting with the Board of Directors of Gray or its counsel.

     5.   COMPENSATION.  As consideration for the resignation, agreements and
covenants set forth in paragraphs 1-4 above, Gray agrees to provide Williams the
following in compensation during the period from December 1, 1995 through
November 30, 1997.

          a.   An annual salary of $285,000.  This amount is to be paid with
               same frequency and in the same manner as the annual salary
               Williams received as Chief Executive Officer.

          b.   Health care insurance coverage in the same amount as Williams
               received when he was employed as Chief Executive Officer.  The
               percentage of the premium paid by Gray and by Williams will
               remain the same as when he was employed as Chief Executive
               Officer.

          c.   Life insurance coverage in the same amount as Williams has
               received as Chief Executive Officer.

          d.   Contributions by Gray to the defined benefit pension plan and to
               the 401(K) plan at the same level as when Williams was Chief
               Executive Officer.

          e.   $28,000.00 in cash to be paid to Williams on January 2, 1996 in
               return for Williams withdrawal from the Supplemental Pension Plan
               effective January 2, 1996.

          f.   The "Restriction Period" defined in paragraph 1(b) of the
               Restrictive Stock Agreement dated May 6, 1992 is amended to
               delete said paragraph in its entirety and substitute therefore
               the following:

                    "Restrictions Period means January 2, 1996."

          g.   Use of Williams former office for the month of December, 1995.

     6.   Williams agrees and acknowledges that the compensation specified in
paragraph 5 above is a complete and full satisfaction of all obligations of any
sort from Gray to Williams arising out of his employment as Chief Executive
Officer.  More

specifically, Williams agrees that he is not entitled to any further
compensation or remuneration pursuant to the Employment Agreement between Gray
and Williams dated march 16, 1992, as amended May 6, 1992 or the Restrictive
Stock Agreement dated May 6, 1992.

     7.   Williams agrees and acknowledges that any breach on his part of the
terms of this letter would result in irreparable injury or damage and that it
would be difficult to establish the full monetary value of such damage.
Therefore, Gray shall be entitled to injunctive relief by a court of appropriate
jurisdiction in the event of any breach.  Entitlement to injunctive relief,
however, shall not limit Gray's right to any monetary damages that can be
established.

     8.   This agreement shall be governed by the laws of the State of Georgia.

- ------------------------------                 ---------------------------------
John T. Williams                               Gray Communications Systems, Inc.
                                               William A. Fielder, III
                                               Vice-President and Chief
                                               Financial Officer

 

Basic Info X:

Name: MEMORANDUM SEPARATION AGREEMENT
Type: Memorandum Separation Agreement
Date: July 9, 1996
Company: GRAY TELEVISION INC
State: Georgia

Other info:

Date:

  • December 1 , 1994
  • November 30 , 1997
  • December 1 , 1995
  • January 2 , 1996.
  • December , 1995
  • march 16 , 1992
  • May 6 , 1992

Organization:

  • N. Washington Street Albany
  • Gray Communications Systems , Inc.
  • Board of Directors of Gray
  • the State of Georgia
  • John T. Williams Gray Communications Systems

Location:

  • Georgia
  • Knoxville
  • Tennessee
  • Tallahassee
  • Florida

Money:

  • $ 285,000
  • $ 28,000.00

Person:

  • John T. Williams
  • William A. Fielder