EXHIBIT 10.04.01
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made and entered into this 9th day of February, 1995, by
and between Salem Radio Network Incorporated, a Delaware corporation having its
principal place of business at 000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000, (hereinafter referred to as "the Company"), and Xxxx X.
Xxxxxxxx, residing at 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxx 00000,
(hereinafter referred to as "Employee"):
WHEREAS, the Company desires to employ Employee for the term of this
agreement in connection with the management and direction of its entire radio
network enterprise, and
WHEREAS, Employee is experienced in such aspects of radio networking and
desires to be retained by the Company,
NOW, THEREFORE, in order to carry out the mutual desires of the Company and
Employee, the parties promise and agree as follows:
1. TERM The term of this Agreement will be for the period beginning
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October 1, 1994 and ending September 30, 1997.
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2. SERVICES TO BE PROVIDED Employee will serve as President of the
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Company under the direction of the Chief Executive Officer, Salem Communications
Corporation.
3. EMPLOYEE RESPONSIBILITIES
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3.1 Employee, during the term of this contract, shall devote his
principal skills and energy to the service of the Company, and shall
not render those services, or any other services, to any other entity
or engage in any other services or business or employment, directly or
indirectly, without prior written consent of the Company.
3.2 Specifically, the responsibilities of Employee shall encompass
the overall supervision and management of the entire Company
enterprise, including, but not limited to, the day-to-day operations,
the identity and development of programming, the development and
maintenance of affiliates, recruitment of talent, negotiation of
talent and syndication contracts, the preparation of annual expense
and capital budgets and participation in strategic planning on an
interactive basis with the Company's Chief Executive Officer, its
officers and Board of Directors.
3.3 Employee acknowledges that the development and maintenance of
advertising revenue is a major factor in the continued viability and
growth of the Company and as such shall work closely and regularly, in
a consultative manner with the general manager and account
representatives of Salem Radio Representatives, Inc. (SRR) to develop
a revenue budget and sales strategy for all Company programs available
for sponsorship. Company acknowledges, however, that at this time and
under the current structure, Employee has limited control over the
sales effort of SRR and its employees. Notwithstanding the foregoing,
the Company shall expect Employee to work successfully in partnership
with SRR in maximizing Company advertising opportunities. Employee
shall be expected to continuously monitor current sales arrangement
utilizing SRR as to its effectiveness for SRN. If Employee determines
that the current sales arrangement and performance employing SRR
proves unsatisfactory, Employee shall alert Company of that judgment
and make appropriate recommendations to modify the arrangement.
3.4 Employee shall not accept or agree to accept from any person,
other than the Company, any money, service or other valuable
consideration for the inclusion of any matter as a part of the
Company's programming or in connection with the production or
preparation of any program or program matter intended for
broadcasting.
3.5 The Company may make use of Employee's name, photograph, drawing
and other likeness in connection with the advertising and giving of
publicity to a Company program, or the advertising of the Company
during the period beginning with Employee's term of employment and
continuing up to ninety (90) days after the last broadcast rendered
during the term of this agreement. The Company may make recordings,
transcriptions, videotapes and films of any and all services which
Employee performs and may make use of any announcing material supplied
by Employee. the Company shall have the right to have such recordings,
transcriptions, videotapes and films broadcast royalty-free over any
radio or television station at any time.
4. COMPENSATION
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A. Company agrees to pay Employee in full for services rendered as
described in Part 3 above, a base salary as follows:
1. From October 1, 1994 to September 30, 1995, at the rate of
$10,000 per month.
2. From October 1, 1995 to September 30, 1996, at the rate of
$10,500 per month.
3. From October 1, 1996 to September 30, 1997, at the rate of
$11,025 per month.
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B. In addition, Employee shall be eligible for an annual performance
bonus consideration based on the following:
At the completion of year-end audited financial statements of the
Company during the term of this agreement, consideration will be given
by the Company Board of Directors to paying Employee a discretionary
bonus, following its evaluation of Employee's performance. Criteria
to be considered will include but not be limited to: Meeting or
exceeding Company's net operating income budget; working successfully
with SRR to meet or exceed sales goals; identifying talent and
development of new programming; continued expansion of the Company
affiliate base; development and skillful management of the Company
organization, and in particular the Company's managerial and affiliate
relations staffs and the Company talent pool. Bonuses, if declared,
will be paid not later than 30 days after the completion of the
audited year-end financial statements.
5. BENEFITS Company agrees that Employee shall receive all standard
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company benefits in accordance with the Company Employee Handbook, with the
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exception that Company shall pay the entire premium for Employee's personal
group health and life coverage and fifty percent (50%) of the premium for
Employee's dependent health coverage based on the terms and conditions of the
group health master contract. Employee shall receive two weeks (10 days) of
paid vacation time per annum through the term of this contract.
6. CANCELLATION This contract may be canceled and/or terminated:
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A. By either party at any time upon breach by the other of any of the
covenants and agreements contained herein.
B. By Company at any time for cause. "Cause" is defined as
Employee's failure to comply with all present and future policies,
requirements, directions, requests and rules and regulations of
Company in connection with Company's business, or any act or
involvement by Employee in any situation or occurrence tending to
bring Company into public scandal, ridicule or which will reflect
unfavorably on the reputation of Company. In the event of termination
under this Paragraph B, provisions of severance under Paragraph C
(below) shall not apply.
C. By Company at any time provided one hundred and fifty (150) days
of salary, excluding bonuses, and all accrued vacation is paid.
7. ADDITIONAL TERMS AND CONDITIONS
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A. Any questions as to the validity, construction or performance of
the Agreement shall be governed by the laws of the state of Texas.
B. Because the performance of Employee's duties will give him access
to Station's proprietary client information, all such client and/or
other proprietary station information is acknowledged by Employee as
being the sole property of
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the Station, and may not be used by Employee for any purpose other
than that which is specifically related to Employee's responsibilities
and performance as an employee of the Company.
C. This instrument contains the entire agreement of the parties, and
supersedes any previous employment agreement or understanding between
the parties effective on or after the beginning of the term of this
Agreement. It may not be changed orally but only by an agreement, in
writing, signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.
D. If any portion of this agreement shall be held to be illegal,
invalid or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof, and
this contract shall be construed as if such invalid, illegal invalid
or unenforceable provision, had never been contained herein.
Additionally, in lieu of each such illegal or unenforceable provision,
there shall be added automatically as part of the contract a provision
as similar to such former provision as shall be legal, valid and
enforceable.
E. Each notice, consent, approval or request permitted or required to
be given hereafter, except for legal process, shall be given in
writing, either by personal delivery, U.S. Postal Service, mailgram or
by facsimile with the original sent same day by certified mail to the
parties at the respective addresses below their signatures of the face
of this contract or at such other substitute address as either may
designate by notice given in the same manner.
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F. The parties agree that the terms and conditions of this contract
shall be and remain confidential as between the parties and neither
party shall disclose, divulge or reveal such terms and conditions to
any third party agent without the other's prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the
day and year first above written and effective as of October 1, 1994.
EMPLOYEE COMPANY
SALEM RADIO NETWORK INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx III
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Title:
Date: ---------------------------
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Address: 0000 Xxxxx Xxxxx Xxxxx Address: 0000 Xxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxx 00000 Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
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