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EXHIBIT 10.2
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this "Second Amendment") to the Employment
Agreement, dated as of July 1, 1997, between Capstar Broadcasting Corporation,
a Delaware corporation ("Capstar Broadcasting"), and Xxxx X. Xxxxx (the
"Executive"), as assigned to and assumed by Capstar Employee Management
Company, Inc. (predecessor to Capstar Operating Corporation, the "Company"), a
Delaware corporation and subsidiary of Capstar Broadcasting, on January 1,
1998, and further amended on August 26, 1998 (the "Employment Agreement"), is
entered into effective as of April 29, 1999, by and between the Company and the
Executive, and is joined in by Capstar Broadcasting.
RECITALS:
WHEREAS, in contemplation of the consummation of the merger (the
"Merger") of CMC Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Chancellor Media Corporation ("Chancellor"), with and into
Capstar Broadcasting, the parties hereto desire to amend the terms and
provisions of the Employment Agreement as hereinafter set forth;
WHEREAS, the Merger shall become effective upon the filing of a
certificate of merger in connection with the Merger with the Secretary of State
of the State of Delaware, or at such later time specified in such certificate
of merger (the "Effective Time"); and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Employment Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:
1. The First Amendment to Employment Agreement, dated as of August 26,
1998, between the Company and the Executive, is hereby terminated and shall be
of no further force or effect.
2. Notwithstanding the terms of the Employment Agreement, if on or
before the Effective Time the Executive's employment has not been terminated by
the Company for Cause or by the Executive for other than Good Reason, and after
the Effective Time the Executive is not employed by Chancellor or a subsidiary
thereof, then (a) the Executive's employment shall be
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deemed terminated by the Executive for Good Reason, effective as of the close
of business on the date of the Effective Time, (b) the Company waives any and
all notice requirements by the Executive relating to his deemed termination of
employment for Good Reason, including, but not limited to, the Executive's
notice obligation pursuant to Section 3(c) of the Employment Agreement, (c) the
Company shall have no right or opportunity to remedy the facts and
circumstances constituting Good Reason for the Executive's deemed termination
of employment provided hereby, and (d) the Executive's Date of Termination
shall be the date of the Effective Time.
3. Section 4(a)(iii) of the Employment Agreement shall be amended and
restated in its entirety to read as follows:
(iii) Notwithstanding the terms or conditions of any
Executive Option or other similar stock option, stock appreciation
right or similar agreements between the Company and the Executive, if
on or before the Effective Time the Executive's employment has not
been terminated by the Company for Cause or by the Executive for other
than Good Reason, then the Executive shall vest as of the Effective
Time in all rights under such agreements (i.e., Executive Options that
would otherwise vest after the Effective Time) and thereafter shall be
permitted to exercise any and all such rights until the expiration of
such Executive Option, stock option, stock appreciation right or
similar agreement pursuant to its terms without regard to any
termination of employment provisions contained therein.
4. If on or before the Effective Time the Executive's employment has
not been terminated by the Company for Cause or by the Executive for other than
Good Reason, then the Company shall pay to the Executive a bonus equal to
$600,000, payable in cash by the close of business on the date of the Effective
Time.
5. Except as herein specifically amended or supplemented, the
Employment Agreement shall continue in full force and effect in accordance with
its terms; provided, however, that the Employment Agreement, including Section
11(k) thereof, shall terminate immediately after the Effective Time, and,
except as provided in Section 6 of this Second Amendment, shall thereafter be
of no further force or effect.
6. Sections 2, 3 and 4 of this Second Amendment shall survive the
termination of the Employment Agreement.
7. This Second Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment effective as of the date first written above.
COMPANY:
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CAPSTAR OPERATING CORPORATION
By:
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Name:
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Title:
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EXECUTIVE:
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Xxxx X. Xxxxx
CAPSTAR BROADCASTING:
CAPSTAR BROADCASTING CORPORATION
By:
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Name:
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Title:
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