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EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement" is entered into effective
as of February 14, 1996, between Chancellor Broadcasting Company, a Delaware
corporation (the "Company"), Chancellor Radio Broadcasting Company, a Delaware
corporation (the "Broadcasting Subsidiary"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Employee");
W I T N E S S E T H:
WHEREAS, the Company and the Broadcasting Subsidiary desire to employ
Employee, and Employee desires to be employed by the Company and the
Broadcasting Subsidiary, in accordance with the terms and conditions set forth
herein;
NOW THEREFORE, in consideration of the mutual covenants and promises
made by the parties and intending to be legally bound, the parties agree as
follows:
1 . EMPLOYMENT. The Company and the Broadcasting Subsidiary
hereby employ Employee for the Employment Period specified in Section 2 below
in the capacity of EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER or such
other comparable management position or positions as designated by the Board of
Directors of the Company (the "Board of Directors") from time to time. The
Employee hereby accepts such employment and, unless otherwise agreed to by the
Board of Directors, agrees to devote his full business time and efforts to the
performance of his duties hereunder and as an employee of the Company and the
Broadcasting Subsidiary or their respective subsidiaries, and under the
direction of the President and Chief Executive Officer of the Company and
Broadcasting Subsidiary; provided, however, that nothing contained in this
Section 1 shall be construed to prevent the Employee from devoting a reasonable
amount of time to personal business and civic activities. Employee shall be
responsible for finance, treasury, administration, acquisition, and strategic
initiatives for the Company and Broadcasting Subsidiary.
2. EMPLOYMENT PERIOD. The period of the Employee's employment
under this Agreement (the "Current Employment Period") shall be for a term of
two (2) years, commencing on February 14, 1996, and shall be extended for
successive one (1) year terms on the same terms and conditions as this
Agreement unless re-negotiated by mutual consent of the parties, or upon
termination of this Agreement as contemplated by Section 6 below, unless the
Company or the Employee gives the other written notice to the contrary not more
than 90 days and not less than 30 days prior to expiration of the Employment
Period.
3. COMPENSATION. As compensation for all services rendered and
to be rendered pursuant to this Agreement, the Company and the Broadcasting
Subsidiary agree to pay Employee:
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(i) a base salary (pro rata for any partial year) at the rate of
$225,000 per year (the "Base Salary", which base salary shall be adjusted by
either (a) 5% p.a. or (b) at discretion of Board of Directors (Compensation
Committee); and
(ii) an annual bonus of up to $75,000 for each fiscal year, to be
negotiated in good faith and adjusted annually to reflect the performance of
the Company and Broadcasting Subsidiary and subject to the determination of the
Chief Executive Officer.
The Base Salary, when payable pursuant to the terms hereof, shall be
payable in semi-monthly installments in accordance with the payroll practices
of the Company and the Broadcasting Subsidiary as in effect from time to time.
The Bonuses, when payable pursuant to the terms hereof, shall be payable within
ninety days after the end of the applicable periods. To the extent the Company
and the Broadcasting Subsidiary desire, the amounts payable under this
Agreement may be paid by one or more subsidiaries of the Company or the
Broadcasting Subsidiary. The party making such payment shall have the right to
deduct from any compensation and other amounts paid under this Agreement all
taxes and other amounts which may be required to be deducted or withheld by law
(including, but not limited to, income tax withholding and social security
payments), whether such laws are now in effect or become effective after the
date of this Agreement.
4. EMPLOYMENT BENEFITS.
(a) The company shall provide the benefits to the Employee set
forth below, which benefits may be modified from time to time, at the sole
discretion of the Company, e.g., the Company may select a different health care
provider with competitive rates, provided that comparable benefits are offered
to the Employee in place of the benefits which are modified.
(b) The Company shall provide the Employee, and keep in full force
and effect, without cost to Employee, a term life insurance policy with a face
amount of Two Hundred Fifty Thousand Dollars ($250,000). The Employee shall be
solely responsible for the payment of any federal and/or state taxes that may
be levied as a result of the Company furnishing said policy, and the Employee,
his estate, or heirs shall indemnify and hold harmless the Company from any and
all taxes related thereto. The Employee shall have the privilege of
designating the beneficiary thereof and may change the beneficiary thereby by
written notice to the Company and shall further have any other rights of
ownership provided by said policy subjectrmination of this Agreement, the
Company shall assign said policy to the Employee without cost to the Employee
(provided that the Employee shall pay all premiums and other costs relating to
such policy from the date of such assignment).
(c) The company shall provide the Employee and his immediate
family major medical coverage and, if the Employee qualifies, disability
insurance in an annual amount of One Hundred Twenty-Five Thousand Dollars
($125,000). If the Company is notified that the Employee does not qualify for
such disability insurance, the Company will give the Employee written notice
within five (5) days after the Company is so notified.
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(d) The Employee shall be reimbursed for all reasonable and
necessary business expenses for travel (which shall be deemed to include first
class air travel) and entertainment in connection with the Company's business;
provided, however, that no reimbursement shall be made for any expenses unless
they are evidenced by valid receipts and documents and are property deductible,
to the extent such expenses are deductible for federal income tax purposes, and
are consistent with the Company's policies as established from time to time.
In the event that the Company shall determine in its sole discretion that
certain categories of expenses have which have been previously been
reimbursable will not be reimbursable then, in that event, the Company shall
provide the Employee with thirty (30) days written notice of same; provided,
however, that any such unreimbursable expenses incurred by the Employee prior
to the effective date of the notice will nevertheless be reimbursed by the
Company.
(e) In addition, the Company will provide the Employee with use of
an automobile with a value of up to Forty Thousand Dollars ($40,000) and shall
reimburse the Employee for taxes associated with said automobile.
(f) The Employee shall be given four (4) weeks paid vacation each
calendar year, as well as personal leave, holiday leave, and sick leave in
accordance with the general practice of the Company. Said vacation shall not
be taken for four (4) continuous weeks, but must be taken in accordance with
the Company's policies, as in effect from time to time.
(g) The Company shall provide the Employee with a membership at a
tennis, fitness, or business lunch club, or similar facility, the use of which
shall be for business pur0). The Company shall have the right to approve such
membership. The Employee's membership in said club shall automatically
terminate upon the termination of his employment for any reason.
(h) The Employee shall be entitled to participate in the Company's
Stock Award Plan in accordance with the terms thereof and, at the discretion of
the Chief Executive Officer of the Company, shall be granted awards thereunder
from time to time
(i) The Employee shall be reimbursed moving expenses for him and
his family when head office is permanent and shall be reimbursed for travel
expenses for spouse to search for living accommodations.
5. TERMINATION OF EMPLOYMENT.
(a) The Employment Period may be terminated at any time
Broadcasting Subsidiary by written notice to the Employee. Notwithstanding
anything to the contrary contained herein, if such termination is "for cause"
(as defined below), all of the Employee's rights to compensation and other
rights under Sections 3 and 4 above shall terminate upon such termination,
except the right to payment for amounts accrued in respect of periods prior to
such termination, which amounts, if any, shall be paid in a lump sum. If such
termination is with Financial Cause (as defined below) (but without Cause) the
Company and the Broadcasting Subsidiary shall pay to the Employee, in monthly
installments equal to Employee's monthly Base
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Salary at the time of termination, an amount equal to (x) any amounts accrued
in respect of periods prior to such termination, plus (y)one years' Base
Salary.
(b) If such termination is "without cause" or Financial Cause, or in
the event the duties,functions, or responsibilities of Employee change
materially, the Company and the Broadcasting Subsidiary shall pay to the
Employee, in a lump sum, an amount equal to (x) two years annual bonus plus (y)
his aggregate Base Salary, for two years from the date of termination.
"Cause" shall mean (i) fraud, dishonesty, unethical practices or gross
misconduct in office on the part of the Employee, (ii) a material breach by the
Employee of any of his obligations hereunder which is not cured within 30 days
after written notice from the Company to Employee, (iii) a material failure to
perform Employee's duties as an employee of the Company, the Broadcasting
Subsidiary or any of their subsidiaries, as determined by the Chief Executive
Officer, which failure is not cured within 60 days after written notice from
the Chief Executive Officer, or (iv) conviction of the Employee for fraud,
misappropriation, embezzlement or any felony. "Financial Cause" shall mean (i)
that either (A) the Company, the Broadcasting Subsidiary or any of their
subsidiaries shall violate any financial covenant contained in any debt
instrument or agreement to which the Company, the Broadcasting Subsidiary or
any of its subsidiaries is a party or by which it may be bound or (B) the
Employee shall act or fail to act with respect to a matter for which Employee
is directly responsible, in either case with the result that such violation,
action, or failure to act (x) results in the acceleration of the maturity of
any debt of the Company, the Broadcasting Subsidiary or any of their
subsidiaries or (y) enables (or, with the giving of notice or lapse of time or
both, would enable) the holder or holders of such debt to accelerate the
maturity thereof and such violation, action or failure to act remains uncured
for a period of 91 consecutive days, or (ii) the Company or the Broadcasting
Subsidiary shall fail to meet at least 90 of its budgeted operating income, as
approved by the Chief Executive Officer, for two consecutive fiscal years.
(c) The Employment Period may be terminated at any time by the
Employee for Good Reason (as defined below) by written notice to the Company
and the Broadcasting Subsidiary. "Good Reason" shall mean: (i) any change in
the Employee's functions, duties or responsibilities from his position on the
Employment Date without Employee's consent if such change would (A) reduce the
Employee's functions, duties, or responsibilities from those in effect on the
Employment Date or the date of amendment, whichever is applicable, to a level
that is not commensurate with those of an executive in the Employee's position
prior to such change (it being understood that the reassignment of any of
Employee's functions, duties, or responsibilities (other than those customarily
performed by a chief financial officer of a business of comparable size and
complexity) to one or more other persons who report directly or indirectly to
Employee shall not be considered a reduction of Employee's functions, duties or
responsibilities), or (6) cause the Employee's position with the Company and
the Broadcasting Subsidiary to become one of lesser importance or scope; and
(ii) any material breach of this Agreement by the Company or the Broadcasting
Subsider written notice from Employee to the Company and the Broadcasting
Subsidiary. If the Employment Period is terminated by the Employee for Good
Reason, the
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Company and the Broadcasting Subsidiary shall pay to the Employee, in monthly
installments equal to Employee's monthly Base Salary at the time of
termination, the same amount Employee would have been paid had the Company and
the Broadcasting Subsidiary terminated his employment without Cause or
Financial Cause. If Employee voluntarily terminates his employment without
Good Reason, all his rights to compensation and other rights under Sections 3,
4 and 5 shall terminate immediately.
(d) If Employee shall die during the Employment Period, the
Employment Period shall terminate, and the Company and the Broadcasting
Subsidiary shall pay, in monthly installments equal to Employee's monthly Base
Salary at the time of termination, to any beneficiary or beneficiaries
designated by the Employee in writing or, if none, to his estate or legal
representative an amount equal to (x) any amounts accrued in respect of periods
prior to Employee'sdeath plus (y) six months' Base Salary.
(e) If Employee is unable to discharge his duties hereunder for a
period of six consecutive months, or for a total of six months in any 12-month
period, by reason of physical or mental illness, injury or incapacity, the
Company and the Broadcasting Subsidiary may, by written notice to Employee,
terminate the Employment Period. In such case, the Company and the
Broadcasting Subsidiary shall pay to the Employee, in monthly installments
equal to Employee's monthly Base Salary at the time of termination, an amount
equal to (x) any amounts accrued in respect of periods prior to Employee's
incapacity (or disability) plus (y) six months' Base Salary less (z) the amount
of any and all proceeds received or receivable by the Employee from any
disability insurance policies maintained by the Company and the Broadcasting
Subsidiary.
(f) Any amounts payable to the Employee in installments pursuant
to this Section 5 may, at the Company's and the Broadcasting Subsidiary's
option, be paid in a lump sum rather than installments as provided above. In
any event, all such amounts (whether paid in installments or in a lump sum)
shall be considered severance payments and be in full and complete satisfaction
of the obligation of the Company and the Broadcasting Subsidiary to Employee in
connection with the termination of the Employee. For purposes of this Section
5, Employee's right to Bonus payments shall accrue only on the date the Board
of Directors awards such Bonus. During the period any payments are being made
to Employee pursuant to this Section 5, Employee shall be entitled to continue
to participate in all employee benefit plans available to employees of the
Company and the Broadcasting Subsidiary generally and to continuation of any
perquisites provided the Employee by the Company and the Broadcasting
Subsidiary at the time of termination (except that Employee will be required to
return the automobile provided by the Company and the Broadcasting Subsidiary
pursuant hereto within 30 days of Employee's termination).
6. CONFIDENTIALITY.
(a) During the Employment Period and for an additional period of
five years thereafter, Employee shall not use for his personal benefit, or
disclose, communicate or divulge
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to, or use for the direct or indirect benefit of any person, firm, association
or company other than the Company or its subsidiaries, any Confidential
Information. "Confidential Information" means information relating to the
services or operations of the Company or any subsidiary thereof that is not
generally known, is proprietary to the Company or such subsidiary and is made
known to Employee or learned or acquired by Employee while in the employ of the
Company or the Broadcasting Subsidiary, including, without limitation, (i)
information relating to research, development, purchasing, accounting,
marketing, merchandising, advertising, selling, leasing, finance and business
methods and techniques and (ii) customer lists and other information relating
to past, present or prospective customers, However, Confidential Information
shall not include under any circumstances any information with respect to the
foregoing matters that becomes publicly available through no fault of Employee
or is available to Employee from other sources who have not secured such
information on a confidential basis from the Company or any affiliate thereof.
All materials or articles of information of any kind fumished to Employee by
the Company or any of its subsidiaries or developed by Employee in the coperty
of the Company or such subsidiary, as applicable; and if the Company or such
subsidiary, as applicable, requests the return of such information at any time
during, upon or after the termination of Employee's employment, Employee shall
immediately deliver the same to the Company or such subsidiary, as applicable
(b) Employee acknowledges that, in view of the nature of the
business in Company and its subsidiaries are engaged, the restrictions
contained in Sections 6(a) are reasonable and necessary in order to protect the
legitimate interests of the Company and its subsidiaries, and that any
violation thereof would result in irreparable injuries to the Company and its
subsidiaries, and Employee therefore further acknowledges that, in the event
Employee violates, or threatens to violate, any of such Restrictions, the
Company and its subsidiaries shall be entitled to obtain from any court of
competent jurisdiction, without the posting of any bond or other security,
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies in law or equity,to which the Company or its subsidiaries may be
entitled.
(c) If any Restriction, or any part thereof, shall be determined
in any judicial or administrative proceeding to be invalid or unenforceable,
the remainder of the Restrictions shall not thereby beaffected and shall be
given full effect, without regard to the invalid provisions. If the period of
time or the area specified in the Restrictions shall be determined in any
judicial or administrative proceeding to be unreasonable, then the court or
administrative body shall have the power to reduce the period of time or the
area covered and, in its reduced form, such provisions shall then be
enforceable and shall be enforced.
(d) If Employee violates any of the Restrictionse of the
commencement of any such violation until such time as such violation shall be
cured by Employee to the reasonable satisfaction of the Company or its
subsidiaries, as applicable.
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7. REPRESENTATIONS BY EMPLOYEE. The Employee hereby
represents and warrants to the Company and the Broadcasting Subsidiary that (a)
the Employee's execution and delivery of this Agreement and his performance of
his duties and obligations hereunder will not conflict with, or cause a default
under, or give any party a right to damages under, or to terminate, any other
agreement to which the Employee is a party or by which he is bound, and (b)
there are no agreements or understandings that would make unlawful the
Employee's execution or delivery of this Agreement or his employment hereunder.
8. NOTICES. All notices and other communications required
or permitted hereunder will be in writing and, unless otherwise provided in
this Agreement, will be deemed to have been duly given when delivered in person
or when dispatched by electronic facsimile transfer (confirmed in writing by
mail simultaneously dispatched) or one business day (if sent to and from
locations in the same country) or three business days (if sent to or from the
United States from or to any other territory) after having been dispatched by a
nationally recognized overnight couder service to the appropriate party at the
address specified below:
If to the Company or the Broadcasting Company:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax No.: 214/▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
with copies to:
Hicks, Muse, ▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax No.: 214/▇▇▇-▇▇▇▇
and, in the case of the Employee, at his business address at:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax No.: 214/▇▇▇-▇▇▇▇
Either party may designate a different address by giving notice of
change of address in the manner provided above.
9. WAIVER. No waiver or modification in whole or in part of this
Agreement, or any term or condition hereof, shall be effective against any
party unless in writing and duly signed by the party sought to be bound. Any
waiver of any breach of any provisions hereof or any right or power by any
party on one occasion shall not be construed as a waiver of, or a bar
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to, the exercise of such right or power on any other occasion or as a waiver of
any subsequent breach.
10. BINDING EFFECT; SUCCESSORS. This Agreement shall be
binding upon and shall inure to the benefit of the Company and the Broadcasting
Subsidiary and their respective successors and assigns, and shall inure to the
benefit of and be binding on upon the Employee and his executors,
administrators, heirs and legal representatives. Because the Employee's duties
and services hereunder are special, personal and unique in nature, the Employee
may not transfer, sell or otherwise assign his rights, obligations or benefits
under this Agreement.
11. CONTROLLING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas applicable to
contracts made and to be performed therein.
12. SEVERABILITY. If any provision of this Agreement shall
be held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect or impair the validity or enforceability of the remaining
provisions of this Agreement, which shall remain in full force and effect and
the parties hereto shall continue to be bound thereby.
13. ENTIRE AGREEMENT. This Agreement contains the
entire agreement between the parties relating to the subject matter hereof and
shall supersede all previous agreements (including the Original Employment
Agreement) between the parties, whether written or oral, with respect to the
subject matter hereof. This Agreement cannot be modified, altered or amended
except by a writing signed by all the parties hereto.
IN WITNESS WHEREOF, the Company, the Broadcasting Subsidiary and the
Employee have executed this Agreement as of the day and year first above
written.
COMPANY:
CHANCELLOR BROADCASTING COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Chief Executive Officer
BROADCASTING SUBSIDIARY:
CHANCELLOR RADIO BROADCASTING
COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
Title:
EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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