FIRST AMENDMENT TO
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment (this "Amendment") to the First Amendment to
Employment Agreement (the "First Amendment") dated as of December 20, 1996,
by and between ▇▇▇▇▇ ▇. De Francesco ("De Francesco") and Jacor
Communications, Inc., a Delaware corporation (the "Company"), is entered into
as of December 20, 1996, by and between De Francesco and Company. Unless
specifically designated otherwise, the capitalized terms used herein shall
have the same meanings ascribed to them in the First Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. TERMINATION. Paragraph 1 of the First Amendment is hereby deleted in
its entirety and replaced with the following:
"TERMINATION. On the date of execution of this Amendment and except
as otherwise provided herein (the "Termination Date"), the Agreement is
hereby automatically terminated and the parties are hereby relieved of
all duties, obligations and restrictions thereunder except as otherwise
specifically provided in this Amendment or as specifically provided in
any other written agreement between the parties, including without
limitation the Stock Agreement, and, as defined in the Stock Agreement,
the Indemnification Agreement and the Escrow Agreement. Notwithstanding
the preceding sentence, De Francesco's last day of employment by the
Company shall be January 2, 1997. De Francesco shall be entitled to
participate in the Jacor Communications, Inc. Retirement Plan for the
period of his employment in 1997 but shall not be entitled to any
additional employee benefits as a result of his employment in January,
1997."
2. REMUNERATION. Paragraph 2 of the First Amendment is hereby deleted
in its entirety and replaced with the following:
"REMUNERATION. From the Termination Date through and including
December 31, 1996, the Company shall pay to De Francesco (or his estate
or designated beneficiary in the event of his death), without any
discount or offset other than applicable withholding amounts, the
amounts and provide the benefits described in Section 3 of the
Agreement. On January 2, 1997, the Company shall pay to De Francesco (or
to his estate or designated beneficiary in the event of his death),
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without any discount or offset other than applicable tax withholding
amounts and a 401(k) contribution for the 1997 plan year in the amount
of $9,500 (subject to a matching contribution by the Company of $3,200),
as a lump sum a gross payment (before any applicable tax withholding
amounts) of $325,050, which constitutes the parties' agreed calculation
of an amount equal to all unpaid amounts accrued under Section 3.1 of
the Agreement plus the total amount of all additional payments otherwise
contemplated under Section 3.1 of the Agreement for the entire originally
contemplated term from January 1, 1997 through and including September
15, 1999. Without limiting the foregoing, after the Termination Date, the
Company shall not be obligated to make any other payments to
De Francesco under the Agreement including without limitation payments
pursuant to Section 9.5.1 thereof."
3. FULL FORCE AND EFFECT. Except as set forth in this Amendment, the
First Amendment shall continue unmodified and in full force and effect.
4. EXECUTION IN COUNTERPART. This Amendment may be executed in two
identical counterparts, each of which shall be deemed to be an original, and
both of which together shall be deemed to be one and the same instrument when
each party has signed one such counterpart.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first set forth above.
JACOR COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. De Francesco
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. DE FRANCESCO
President and
Chief Operating Officer
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