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EXHIBIT 10.4
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this "Second Amendment") to the Employment
Agreement, dated as of July 5, 1998, between Capstar Broadcasting Corporation, a
Delaware corporation (the "Company"), and D. Xxxxxxxx Xxxxxxxxx (the
"Executive"), as amended on August 26, 1998 (the "Employment Agreement"), is
entered into effective as of March 15, 1999, by and between the Company and the
Executive.
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, with and into the Company, the
parties hereto desire to amend the terms and provisions of the Employment
Agreement as hereinafter set forth; 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,
(a) the Executive's employment shall be deemed terminated by the Executive
without Good Reason, effective as of the close of business on March 15, 1999
(the "Date of Termination") and (b) the Company waives any and all notice
requirements by the Executive relating to his deemed termination of employment
without Good Reason.
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
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between the Company and the Executive, the Executive shall
vest, as of the Date of Termination, in all rights under such
agreements (i.e., Executive Options that would otherwise vest
after the Date of Termination) 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. The Executive is entitled to receive a bonus equal to $600,000,
payable in cash by the close of business on the date of execution of this
Second Amendment.
5. The Employment Agreement, including Section 11(k) thereof, is hereby
terminated, and, except as provided in Section 6 of this Second Amendment, shall
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:
CAPSTAR BROADCASTING CORPORATION
By:
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Name:
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Title:
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EXECUTIVE:
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D. Xxxxxxxx Xxxxxxxxx