Exhibit 10.3
Big City Radio, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
As of December __, 1997
Xx. Xxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xxxx:
When executed by you and by Big City Radio, Inc. (f/k/a Odyssey
Communications, Inc.), a Delaware corporation (the "Company"), this letter
agreement (the "Agreement") shall amend and restate in its entirety the letter
agreement dated as of January 1, 1996 (the "Prior Agreement"), between you and
the Company for your employment with the Company, to read as follows:
1. (a) The Company hereby employs you as its Chief Financial Officer
for a term ending on December 31, 1998 or such earlier time as may be terminated
by you or by the Company as provided in this Agreement.
(b) The Company can terminate your employment for cause at any time
effective upon the date set forth in written notice of such termination
delivered to you in the manner provided in this Agreement. The term "for cause"
shall mean and include, but shall not be limited to, any of the following
events:
(i) fraud, misappropriation or embezzlement of funds or
property by you involving (x) the Company, (y) any of the radio stations
owned or operated by the Company or any Affiliated Company (as defined in
paragraph 5 of this Agreement) during the term of this Agreement (the
"Stations"), or (z) any Affiliated Company;
(ii) your indictment or conviction in any jurisdiction for any
crime which constitutes a felony, or which constitutes a misdemeanor that
involves fraud, moral turpitude or material loss to the Company, any of the
Station, or any Affiliated Company or their respective businesses or
reputations;
(iii) your misconduct in, or neglect of, the performance of
your duties and responsibilities hereunder, or your violation of any specific
direction of the Board of Directors of the Company (the "Board of Directors"),
the Chairman of the Board of the Directors, or the President or his or her
designee;
(iv) your breach of the agreements and covenants set forth in
paragraphs 1(d), (e), (f), (g) or (h), or 3, 4, 5, 6 or 7 of this Agreement; or
(v) your breach of any other material provision of this
Agreement which breach continues uncured for a period of fifteen (15) days
after written notice thereof is given to you by the Company.
(c) If you are unable to perform your duties hereunder by reason of
illness or disability, as determined by a physician selected by the Company,
which inability continues for a period of ninety (90) consecutive days or more
or any ninety (90) days or more within any one hundred eighty (180) day period,
then while such inability continues, the Company can terminate your employment
hereunder by giving you written notice thereof. In addition to the foregoing,
the Company's obligations for payments and benefits provided to you pursuant to
this Agreement will terminate upon your death.
(d) The Company shall have the right, at any time, to terminate your
employment without "cause" (as such term is used herein), by providing written
notice delivered to you at least thirty (30) days prior to the effective date of
such termination. If your employment is terminated by the Company without cause
effective prior to January 1, 1998, the Company shall pay you, in equal monthly
installments from and after the date of termination through the expiration of
the "Non-Competition Period" (as defined in paragraph 1 (g) hereof) a severance
payment in an amount equal to twelve (12) times your base monthly salary in
effect on the date of termination. If such termination shall
be effective on or after January 1, 1998, your severance payment, which shall be
payable in equal monthly installments from and after the date of termination
through the expiration of the "Non-Competition Period" (as defined in paragraph
1(g) hereof) shall equal the aggregate amount of your base monthly salary for
the lesser of three (3) months or for the remaining term of your employment
pursuant to this Agreement.
(e) (i) If there is a Change of Control (as defined below) of the
Company, you shall have the right, at any time within ninety (90) days
following the occurrence of such Change of Control, to terminate your
employment hereunder, by written notice to the Company, effective upon the
date specified in such notice, for any reason or for no reason whatsoever.
Upon a Change of Control and your election to terminate your employment as
provided herein effective prior to January 1, 1998, the Company shall pay you
a severance payment in an amount equal to twelve (12) times your base monthly
salary in effect on the date of termination. If such termination shall be
effective on or after January 1, 1998, your severance payment shall equal the
aggregate amount of your base monthly salary for the lesser of three (3)
months or for the remaining term of your employment pursuant to this
Agreement. Fifty percent (50%) of the amounts payable to you under this
section 1(e) (the "Change of Control Compensation") shall be payable in a
lump sum to you within thirty (30) days of the termination of your employment
due to a Change of Control hereunder, and the balance of such Change of
Control Compensation shall be payable in ten (10) equal and consecutive
monthly installments, commencing thirty (30) days after payment of the
aforementioned payment. Upon mutual agreement between the Company and you,
all payments may be made in a lump sum within thirty (30) days of termination
of your employment. You shall have no obligation to mitigate the Company's
obligation to pay the Change of Control Compensation by offsetting against
such payment obligation any income received by you from other employment
following termination of your employment with the Company.
(ii) For purposes of this Agreement, a "Change of Control" of
the Company shall be deemed to have occurred (i) when all or substantially
all of the assets of the Company are sold, leased, exchanged or otherwise
transferred to any person or entity or group of persons or entities acting in
concert other than a Permitted Holder (as defined below) or a Wholly-Owned
Subsidiary (as defined below) of the Company, (ii) when the Company is merged
or consolidated with or into another entity with the effect that stockholders
of the Company immediately prior to such merger or consolidation hold less
than 50% of the combined voting power of the then outstanding securities of
the surviving entity of such merger or the entity resulting from such
consolidation ordinarily
(and apart from rights arising under special circumstances) having the right
to vote in the election of directors, (iii) on the first day within any
two-year period on which a majority of the members of the Board of Directors
of the Company are not Continuing Directors (as defined below), or (iv) when
any person or entity or group of persons or entities acting in concert other
than Permitted Holders becomes the beneficial owner, directly or indirectly,
of more than 50% of the combined voting power of the then outstanding
securities of the Company having the right to vote in the election of
directors.
(iii) "Permitted Holder" shall include only the following
persons: (w) Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and their respective estates,
guardians, conservators or committees; (x) each descendant of Xxxxxx
Xxxxxxxxx or Xxxxx Xxxxxxxxx (a "Xxxxxxxxx Descendant") and their respective
estates, guardians, conservators or committees; (y) each Subotnick Family
Controlled Entity (as defined below); and (z) the trustees, in their
respective capacities as such, of each Subotnick Family Trust (as defined
below).
(iv) "Subotnick Family Controlled Entity" means (w) any
not-for-profit corporation if at least a majority of its board of directors
is composed of Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and/or Subotnick
Descendants; (x) any other corporation if at least a majority of the value of
its outstanding equity is owned by Permitted Holders; (y) any partnership if
at least a majority of the economic interest of its partnership interests is
owned by Permitted Holders; and (z) any limited liability or similar company
if at least a majority of the economic interest of the company is owned by
Permitted Holders.
(v) "Subotnick Family Trust" includes trusts the primary
beneficiaries of which are Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxx
Descendants, Stuart or Xxxxx Xxxxxxxxx'x siblings, spouses of Subotnick
Descendants and their respective estates, guardians, conservators or
committees and/or charitable organizations (collectively, "Subotnick
Beneficiaries"). For purposes of this provision, the primary beneficiaries
of a trust will be deemed to be Subotnick Beneficiaries if, under the
maximum exercise of discretion by the trustee in favor of persons who are not
Subotnick Beneficiaries, the value of the interests of such persons in such
trust, computed actuarially, is 50% or less. The factors and methods
prescribed in section 7520 of the Internal Revenue Code of 1986, as amended,
for use in ascertaining the value of certain interests shall be used in
determining a beneficiary's actuarial interest in a trust for purposes of
applying this provision. For purposes of this provision, the actuarial value
of the interest in a trust
of any person in whose favor a testamentary power of appointment may be
exercised shall be deemed to be zero. For purposes of this provision, in the
case of a trust created by a Subotnick Descendant, the actuarial value of the
interest in such trust of any person who may receive trust property only at
the termination of the trust and then only in the event that, at the
termination of the trust, there are no living issue of such Subotnick
Descendant, shall be deemed to be zero.
(vi) "Wholly-Owned Subsidiary" means any corporation, limited
liability company, partnership or other entity of which all the outstanding
voting securities or similar interests are owned by the Company or any
Wholly-Owned Subsidiary of the Company or by the Company and a Wholly-Owned
Subsidiary of the Company.
(vii) "Continuing Director" means, as of the date of any
determination, any member of the Board of Directors of the Company who (x)
was a member of such Board of Directors on the date of this Agreement or (y)
was nominated for election or elected to such Board of Directors with, or
whose election to such Board of Directors was approved by, the affirmative
vote of a majority of the Continuing Directors who were members of such Board
of Directors at the time of such nomination or election or (z) is a designee
of the Permitted Holders or their affiliates or was nominated by the
Permitted Holders or their affiliates or any designees of the Permitted
Holders or their affiliates on the Board of Directors.
(f) Your duties shall include without limitation on-going
evaluation of the Company's, any Affiliated Companies' and all Stations'
current accounting and financial activities and accounting and financial
personnel; structuring, implementation, execution, monitoring and management
of accounting and financial programs, policies and activities for the
Stations; accounting and financial management assistance to the Board of
Directors, the President and to General Managers at each of the Company and
all Stations and to the Company and its employees, agents and contractors;
development of Business Plans and Budgets for the Company, any Affiliated
Company and for the Stations, which will be subject to approval by the
Company in its sole and absolute discretion. Notwithstanding the foregoing,
the Company will have the right to change your responsibilities, or assign to
you additional responsibilities, commensurate with your position as Chief
Financial Officer for the Company, any Affiliated Company and the Stations.
You will devote your entire working time and best efforts to the faithful
performance of the duties to which you are assigned during the term of your
employment to the exclusion of all other employment for yourself or for
others or any business activities
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which conflict or interfere with your performance of duties hereunder. Your
performance of duties hereunder will be subject to the direction and control
of the Board of Directors, the Chairman of the Board of Directors, the
President and the General Manager of the Stations or his or her designee. You
will perform your duties at such other locations and will perform all travel
requested by the Board of Directors, the Chairman of the Board of Directors
or the President or otherwise necessary in the performance of your duties.
(g) In addition to the prohibition on other employment set forth
in paragraph 1(f), upon termination of your employment "for cause" or
"without cause" or by reason of your resignation or pursuant to paragraph
1(c) hereof or by reason of a Change of Control, and thereafter for 180 days
after the date of such termination (the "Non-Competition Period"), you shall
not, without the prior written consent of the Company, which consent the
Company may withhold in its sole and absolute discretion, serve in any
accounting or financial capacity for, or otherwise be involved in the
accounting and financial functions of any radio station with a "rock-based"
format (as such term is generally understood in the broadcast industry) in
the "Territory". For purposes of this Agreement, the "Territory" means the
area within fifty (50) miles of the transmitter of any radio station owned or
operated by the Company and any Affiliated Company at any time during the
Non-Competition Period In the event that the Company consents to your
rendering services in connection with the accounting and financial functions
of any radio stations during the Non-Competition Period, the Company will be
relieved of its obligation to pay any severance to you pursuant to paragraphs
1(d) and 1(e) hereof. In addition, to the foregoing, you agree that during
such Non-Competition Period you will not solicit, hire or endeavor to solicit
or hire any person employed by the Company.
(h) You represent and warrant to the Company that you have full
power and authority to execute, deliver and perform this Agreement and that
the execution, delivery and performance by you will not result in the breach
of or default under any other agreement to which you are a party or by which
you are bound, including but not limited to any employment agreement or
agreement to not compete with any other person or entity.
2. (a) In consideration of and in full payment for the due and
faithful performance by you of your duties and obligations hereunder, during
your employment pursuant to this Agreement the Company will pay you and you
agree to accept a salary at the rate of $175,000.00 per annum during the
period January 1, 1997 through December 31, 1997 ("Year 1"); and $187,500.00
per annum during the period January 1, 1998 through
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December 31, 1998 ("Year 2"). The Company will pay your salary hereunder
periodically in accordance with Company policy, but not less frequently than
once per month
(b) In addition to the salary payable to you hereunder, the
Company shall pay bonuses to you as follows:
(i) For Year 1 the Company shall pay to you an annual bonus of
$30,000.00, payable by February 28, 1998. For Year 2 the Company shall pay
to you an annual bonus of $35,000.00, payable by February 28, 1999.
(ii) In order to qualify for any of the foregoing bonuses (1)
you must have been continuously employed by the Company at the end of each
calendar period for which the bonus is payable and (2) where applicable, the
budgeted amounts set forth in the local sales Business Plans and Budgets for
the Radio Stations must have been achieved as determined by the Compensation
Committee of the Company or the Board of Directors pending the formation of
the Compensation Committee in its sole and absolute discretion.
(c) All payments made to you pursuant to this Agreement will be
subject to all deductions and withholding required by law or agreement of the
parties.
(d) You will be entitled to reimbursement for reasonable and
necessary expenses incurred by you in connection with your employment, upon
approval in advance from the Company and presentation of proper documentation
for all expenses in accordance with the usual procedures of the Company.
(d) During your employment with the Company you will be entitled
to participate in and to receive benefits under and in accordance with the
provisions of any Company employee benefit plans, programs and arrangements
which may now or hereafter be available to senior executives of the Company,
as such plans, programs and arrangements may be in effect from time to time
and which are applicable to you and for which you qualify under and pursuant
to such plans. In addition to the foregoing, in the event of your death
during the term of this Agreement, your rights and benefits under
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employee benefit plans shall be determined in accordance with the terms and
conditions of such plans. Nothing contained herein shall require the Company
to initiate or maintain any employee benefit plans, and the terms and
conditions of any such plans shall be determined by the Company in its sole
discretion.
(e) During your employment with the Company you shall be entitled
to take periodic vacations with pay aggregating three (3) weeks per calendar
year, provided that the Company has approved the dates of such vacations,
which approval shall not be unreasonably withheld and provided, further, that
you shall not be permitted to accrue more than fifteen (15) calendar vacation
days until such time as you have used up one (1) vacation day. Each time you
reach the maximum accrual level of fifteen (15) days, you shall not be
permitted to accrue further vacation time until another vacation day has been
used. You shall also be entitled to take official Company holidays with pay.
(f) During your employment with the Company, the Company in its
sole discretion will either (i) provide and automobile to you at the
Company's expense (including payment of insurance and maintenance costs but
excluding gasoline or other operating expenses and income taxes payable by
you hereunder) which is owned or leased by the Company at its expense or (ii)
the Company shall pay to you an automobile allowance of $700.00 per month.
The benefits provided to you in this paragraph 2(f) are subject to tax as
provided in the Internal Revenue Code of 1986, as amended, and shall be
reported by you as taxable income in accordance therewith.
(g) During your employment with the Company you shall be provided
with a cellular phone and beeper to be used by you solely for business
purposes and the Company shall pay for all charges relating to business use
of such phone and beeper, provided that you have presented proper
documentation therefor to the Company in accordance with the usual procedures
of the Company for all charges relating to your personal use of such phone
and beeper.
3. (a) For purposes of this Agreement, "Invention" will mean (i) any
and all machines, apparatuses, compositions of matter, methods, know-how,
processes, designs, configurations, uses thereof, or writings of any kind,
discovered, conceived, developed, made or produced, or any improvement to
them, and will not be limited to the definition of any invention contained in
the United States patent laws; (ii) all matters subject to copyright
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protection under United States copyright laws; (iii) all matters subject to
trademark protection under trademark laws of the United States those of any
state of the United States or under common law of any jurisdiction within the
United States; and (iv) all matters subject to protection as trade secrets
under the laws or common law of any state of the United States or of the
United States.
(b) You understand and agree that all Inventions, or patents,
trademarks, copyrights, trade secrets or any other rights relating to any of
the foregoing, which have or may have a material importance to the business
of the Company and which are conceived or made by you during your employment
by the Company, either alone or with others, are the sole and exclusive
property of the Company, whether or not they are conceived or made during
your working time for the Company, except to the extent generally known or
knowable by persons generally knowledgeable in the radio broadcasting field.
(c) You will immediately disclose to the Company any and all
improvements, discoveries, ideas and Inventions (whether or not patentable)
heretofore made (other than those which are the property of your previous
employers) or conceived by you while in the employ of the Company, or
hereafter made or conceived by you while in the employ of the Company, either
alone or in conjunction with others, whether or not made or conceived at the
request or upon the suggestion of the Company, whether or not resulting from
any work done in the course of your employment by the Company, and whether or
not made or conceived during or outside of the usual hours of employment or
upon or not upon any premises of the Company.
(d) You hereby assign and will hereafter assign to the Company all
present or future right, title and interest in and to all Inventions referred
to in subparagraphs (b) and (c) of this paragraph 3. You will not disclose
any such Inventions to any third party without the written consent of the
Company.
(e) At any time and from time to time during and after your
employment by the Company, on the request of the Company, without further
consideration you will: (i) Execute specific documents of assignment in favor
of the Company, or its nominee, of any of the Inventions covered by this
Agreement; (ii) Execute all papers and perform all acts the Company considers
necessary or advisable for the preparation, application, procurement,
maintenance, enforcement, and defense of patent applications and patents of
the United States or other jurisdictions of such Inventions, for the
perfection or
9
enforcement of any trademarks, copyrights or trade secrets relating to such
Invention, and for the transfer of any interest you may have in such
Inventions; and (iii) Execute any and all papers and documents which the
Company considers to be necessary to vest sole right, title and interest in
the Company or its nominee in and to the above Inventions, patent
applications, patents, or any trademarks or copyright or applications
therefor relating thereto. Notwithstanding the foregoing, after the term of
this Agreement, unless your employment was terminated for cause, in which
case you agree to do so without any compensation, you will be entitled to
reasonable compensation for more than incidental time and effort required to
be expended by you to fulfill your responsibilities under clause (ii). You
will execute all documents (including those referred to above) and do all
other acts which the Company considers to be necessary to assist in the
preservation of all the Company's interests in such Inventions.
(f) You are hereby notified and by your signature to this
Agreement acknowledge that you understand that the provisions of this
paragraph 3 above do not apply to an Invention which fully qualifies under
the provisions of Section 2970 of the California Labor Code, which states as
follows:
Any provision in an employment agreement which provides that an
employee shall assign or offer to assign any of his or her rights in
an invention to his or her employer shall not apply to an invention
for which no equipment, supplies, facility, or trade secret
information of the employer was used and which was developed
entirely on the employee's own time, and (a) which does not relate
(1) to the business of the employer or (2) to the employee's actual
or demonstrably anticipated research or development, or (b) which
does not result from any work performed by the employee for the
employer. Any provision which purports to apply to such an invention
is to that event against the public policy of this state and is to
that extent void and unenforceable.
(g) You have identified on Exhibit A attached hereto a complete
list of all Inventions which have been made or conceived or first reduced to
practice by you alone or in conjunction with others prior to your employment
by the Company and which you desire to exclude from the operation of
paragraph 3 of this Agreement.
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4. (a) For purposes of this Agreement, "proprietary information" will
mean any information relating to the business, operations or personnel of the
Company (including but not limited to the Stations and any Affiliated
Company for the purposes of the confidentiality provisions of this Agreement)
that has not previously been publicly released by a duly authorized
representative of the Company and will include but will not be limited to
such information encompassed in all drawings, designs plans, proposals,
marketing and sales plans, financial information, costs, pricing
information, customer information, personnel information, programming,
promotion, engineering strategies and all methods, concepts, or ideas used in
and which have or may have a material importance to the business of the
Company.
(b) You will regard, and to the best of your ability, preserve as
confidential all proprietary information that has been or may be obtained by
you during your employment by the Company or otherwise, whether you have such
information in your memory or in writing or other physical form. You will
neither use for your benefit or purposes nor disclose to others any
proprietary information, either during the term of this Agreement or
thereafter, except as required by the conditions of your employment
hereunder. This provision will not apply to proprietary information which
has been voluntarily disclosed to the public by the Company for the benefit
of the Company or upon its express authorization or has been independently
developed and disclosed by others who are not subject to any obligations of
confidentiality to the Company.
(c) You will not remove from the premises of the Company or
elsewhere, except as an employee of the Company in pursuit of the business of
the Company, any documents or objects containing or reflecting any
proprietary information or any other property of the Company. You recognize
that all such documents and objects, whether developed by you or by someone
else, are the exclusive property of the Company. Upon termination of your
employment hereunder you will forthwith deliver up to the Company all
proprietary information, including, without limitation, all correspondence,
accounts, records and any other documents or property made or held by you or
under your control in relation to the business or affairs of the Company, and
no copy of any such proprietary information will be retained by you.
(d) Except for such information which has been previously
disclosed to the general public without breaching any confidentiality
agreement, under no circumstances and at no time, during or after the term of
your employment, will you, directly or indirectly, disclose, divulge, render
or offer any knowledge or information with respect to any
11
proprietary information, except in the course of the proper performance of
your duties hereunder and you acknowledge and agree that any and all such
information will be received by you in confidential capacity.
5. (a) You agree to perform your duties in full compliance with all
laws, rules and regulations of any governmental authority applicable to the
Company and its business or to any Affiliated Company or its business, to the
extent you are engaged in business on behalf of an Affiliated Company, or to
the performance of your duties pursuant to this Agreement. For purposes of
this Agreement, "Affiliated Company" means, with respect to the Company, any
other person that, directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the Company.
(b) You represent and warrant that to the best of your knowledge,
information and belief, neither you nor any person acting on your behalf has
accepted or agreed to accept, or paid or agreed to pay any money, service or
any valuable consideration, as defined in Section 508 of the Communications
Act of 1934, as amended, for the broadcast of any matter contained in any
program on any Station. You further covenant that during your employment, you
will not accept or agree to accept (excepting from the Company) or pay or
agree to pay any money, service or valuable consideration, as defined in
Section 508 of the Communications Act of 1934, as amended, for the broadcast
of any matter contained in any program on any Station. You will not make or
promise to make or accept any payments or transfer of value which have the
purpose or effect of public or commercial bribery, acceptance of or
acquiescence in extortion, kickbacks or other unlawful or improper means of
obtaining business for the Company or any Affiliated Company. This paragraph
5(b) shall not prohibit normal and customary business entertainment or the
giving of business mementos of nominal value.
6. (a) You agree to comply with any and all of the Company's
policies, regulations and procedures including but not limited to those which
now or hereafter may relate to the matters set forth in this Agreement,
provided such policies, regulations and procedures are reasonably consistent
with the material terms of this Agreement. Periodically, at the request of
the Company, you also agree to execute and/or to respond fully, truthfully,
accurately and completely to all documents or questionnaires as may be
submitted to you in connection therewith.
(b) In the event of a breach or threatened breach by you of any of
the provisions of paragraphs 1(g), 3, 4, 5, 6(a) or 7 hereof, the Company
will be entitled to an injunction (without posting a bond or other security)
restraining you from the commission
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of such breach. In addition to the foregoing, any violation by you of any
provision of any such paragraphs will be grounds for immediate termination of
your employment hereunder for cause, and, without limiting any right, claim
or remedy the Company has or may have pursuant to this Agreement or at law or
equity, the Company will be relieved of its obligation to pay any severance
to you pursuant to paragraphs 1(d) or 1(e) hereof.
7. The Company may assign this Agreement and all its rights
hereunder. You may not at any time assign this Agreement nor any right or
interest hereunder. Except as herein otherwise provided, this Agreement will
be binding upon and inure to the benefit of the parties hereto, your legal
representatives and the Company's successors and assigns.
8. Any notice required or permitted to be given hereunder will be
in writing and will be delivered personally to you, or duly mailed to the
other party by prepaid registered or certified mail, return receipt
requested, or by courier service providing delivery receipts or by facsimile
transmission with document reception of transmission. Such duly mailed notice
will be deemed given two (2) days after the date of dispatch or twenty-four
(24) hours after the time of facsimile transmission, such time being
determined by the local time of the recipient. The address for mailed notices
will be (a) for you, the addressset forth on the first page of this
Agreement, and (b) for the Company: c/o Metromedia Company, Xxx Xxxxxxxxxxx
Xxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: General Counsel. The
numbers for facsimile transmission will be the number contained in the
Company's records for you and 000-000-0000 and the copy to 000-000-0000 for
the Company. Either party may notify the other party in writing of a change
of address by serving notice in the manner provided in this Section.
9. If any provision of this Agreement or the application thereof
will for any reason be invalid or unenforceable, such provision will be
limited only to the extent necessary in the circumstances to make such
provision valid or enforceable and its partial or total invalidity or
unenforceability will in any event not affect the remaining provisions of
this Agreement, which will continue in full force and effect.
10. This Agreement will be construed according to the laws of the
State of California applicable to agreements made and to be performed within
the State of California. This Agreement constitutes the entire understanding
between the parties, cancels and supersedes all prior oral or written
understandings and agreements between
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the parties hereto including without limitation the Prior Agreement and
cannot be changed or terminated orally but only by an instrument in writing
signed by both parties hereto.
11. The covenants, representations and warranties of this
Agreement will survive its execution, delivery and performance, and all
accrued obligations will survive its termination.
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If this is in accordance with your understanding, kindly so indicate by
signing the enclosed copy of this letter in the space provided below and
returning the same to the undersigned.
Very truly yours,
Big City Radio, Inc.
By: ________________________
Xxxxxxx Xxxxxxxxxxx
President
ACCEPTED AND AGREED TO:
__________________________
Xxxx X. Xxxxxxx
Date: ____________________
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Exhibit A
None.
