EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of June 1995, by and
between WESTWOOD ONE RADIO, INC., a California corporation (hereinafter referred
to as "Westwood" or "Company") and Xxxxxxx X. Xxxxxxx (hereinafter referred to
as "Employee").
1. EMPLOYMENT
Westwood hereby engages and employs Employee to render services to
Westwood as President of Company's Westwood One Entertainment
Division, in which capacity Employee shall render such services as
are customarily rendered by and required by such a position.
Westwood further engages and employs Employee to render services
exclusively for Westwood. Employee shall report directly to the
Company's CEO.
2. TERM OF EMPLOYMENT
The term of this Employment Agreement shall commence on June 1,
1995, and shall continue for a period of two (2) and one-half
(1/2) years from such date (the "Term") in accordance with the
provisions hereof. This Agreement may be terminated earlier by
Company at any time pursuant to Section 7 below.
3. COMPENSATION
Westwood agrees to pay and Employee agrees to accept during the
Term of this Agreement the following:
A. During the period beginning June 1, 1995 and ending May
31, 1996, the sum of Three Hundred Fifty Thousand Dollars
($350,000.00) as base salary, payable in accordance with
Company's standard payroll procedures.
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B. During the period beginning June 1, 1996 and ending May
31, 1997, the sum of Four Hundred Thousand Dollars
($400,000.00) as base salary, payable in accordance with
Company's standard payroll procedures.
C. During the period beginning June 1, 1997 and ending
December 31, 1997, the sum of Two Hundred Thirty-Three
Thousand Three Hundred Thirty-Three Dollars and Thirty-One
Cents ($233,333.31) as base salary, payable in accordance
with the Company's standard payroll procedures.
D. Employee shall be entitled to an annual bonus to equal to
one-third (1/3) of Employee's base salary in the event that
Company's Entertainment Division meets pre-determined cash
flow objectives for each of Company's fiscal years (1995,
1996 and 1997) during the term of this Employment Agreement.
Such bonus shall be payable only if Employee is employed by
Company, pursuant to the terms of this Agreement, as of
December 31st of each year. The annual bonus and the cash
flow objective are subject to approval by the CEO.
4. BENEFITS
Employee shall receive all the benefits currently available to
senior executives of Westwood. Employee recognizes the right of
Westwood to change, amend or terminate any of the aforementioned
employee benefit programs at any time. Company shall provide
employee a supplemental group term policy so that when combined
with the Company's currently provided life insurance benefit,
Employee shall have a total of Five Hundred Thousand Dollars
($500,000.00) in life insurance coverage. Such coverage is subject
to Employee taking a physical examination, if required, and shall
not exceed Two Thousand Five Hundred Dollars ($2,500.00) per year
in premium payments. Employee shall also be provided a company car
(currently acknowledged to be a Corvette) and Company shall pay
for all reasonable expenses in connection therewith including all
gas, maintenance, repairs and insurance. Employee shall be
eligible for a grant of stock options to purchase the Company's
common stock. The amount of stock options, if any, will be awarded
based on Employees performance, which will be determined by the
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Compensation Committee of the Board of Directors upon
recommendation of the CEO of the Company.
5. REIMBURSEMENT FOR EXPENSES
The Company shall reimburse the Employee for all reasonable,
receipt- supported, business expenses incurred by him in
accordance with Company policies in effect from time to time, upon
his submission of all necessary expense reports requested by the
Company.
6. NON-COMPETITION/UNFAIR COMPETITION
During the term of this Agreement, Employee shall not knowingly,
directly or indirectly, engage or participate in any business that
is in competition with any business of Westwood. The foregoing
obligation of Employee not to compete with Westwood shall not
prohibit Employee from owning or purchasing any corporate
securities of any corporation that are regularly traded on a
recognized stock exchange or over-the-counter market so long as
Employee does not own, in the aggregate, five percent (5%) or more
of the voting equity securities of any such corporation.
Westwood treats certain information, including, but not limited
to, information about its radio stations, affiliated radio
stations, marketing programs, or radio programs, as confidential
information (the "Confidential Information"). Employee
acknowledges and agrees that, during or after the term of his
employment, the sale or unauthorized use or disclosure of any
Confidential Information obtained by him during his employment
with Westwood constitute unfair competition. Employee promises and
agrees not to engage in unfair competition with Westwood during,
or after, the term of this Agreement.
7. TERMINATION
A. TERMINATION FOR CAUSE, Westwood may terminate this
Agreement for cause, as hereinafter defined, with or without
notice, at any time. If Employee is terminated for cause, he
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shall be entitled to compensation which has accrued up to the
date of termination, but Employee shall not be entitled to
any severance or other payment whatsoever. The term "Cause"
as used herein shall include, but not be limited to, the
following: (1) the continued incapacity for three (3) months
or more of Employee to perform Employee's duties under this
Agreement. The term "incapacity" shall mean any physical,
mental or other disability rendering Employee incapable of
fully performing the services required to be performed by him
hereunder; (2) willful, habitual, or substantial neglect of
duties by Employee; (3) any material breach of this
Agreement; (4) dishonesty and/or theft which results in
significant harm to the Company; (5) use or possession of
illegal drugs in the United States during working hours; (6)
use of alcohol during working hours (except for moderate
consumption of alcohol during business entertainment in the
discharge of Employee's duties); (7) unethical business
conduct; (8) negligence in the performance of duties likely
to cause or actually causing personal injury or property
damage; (9) failure to comply with any rules or regulation of
Westwood or any conduct inconsistent with the policies,
procedures, or best interest of Westwood; (10) excessive
absenteeism; and (11) Employee's failure or refusal to
perform the services required of Employee under this
Agreement for a period of two (2) or more days for reasons
other than vacation, illness, accident, injury, incapacity or
authorized leave of absence.
B. Westwood may terminate this Agreement without cause, for
any reason, at its discretion, upon written notice to
Employee. In such an event, Company, at its option, shall pay
Employee an amount equal to the lessor of fifty-two (52)
weeks of Employee's base salary, or the remaining period of
this Agreement, payable as and when such base salary would
have been due had Employee continued to render services.
Section 6 of this Agreement shall apply so long as Employee
continues to receive the base salary. In the event that
Employee is terminated pursuant to the terms of this Section
7.B, and Employee has been granted stock options, the stock
options will remain in effect during the period for which
Company continues to compensate Employee.
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C. The Company may also immediately terminate this Agreement
in the event of the death of the Employee or if he becomes
disabled, which is defined as the Employee not being able to
perform his regular duties hereunder for a period of three
(3) consecutive months.
8. RESTRICTIVE COVENANTS
A. RIGHT OF FIRST REFUSAL If Employee receives or makes a
bona fide offer from or to a third party to engage Employee's
services upon termination or expiration of the Term, thereby
preventing the extension or renewal of this Agreement,
Employee agrees that he will not accept such offer or enter
into such an arrangement before notifying the Company of all
the terms upon which such offer has been made. Notice to the
Company of any such bona fide offer must be in writing and
must set forth all substantial and material details of the
offer, the identity of the offerer and offeree and must
include the offeree's written acknowledgment of the
willingness to accept such offer. Upon notification, the
Company shall have four (4) weeks in which to elect to engage
Employee's services upon at least the same monetary terms
offered by such other party. Company shall not be required to
match any non-monetary terms of such offer. In the event that
the foregoing four (4) week period, or any part thereof,
occurs after the expiration of this Agreement, then Employee
will continue to receive compensation based on the base
salary paid to Employee as of the expiration date, until said
four (4) week period expires. Subject to Company's sole
discretion, Employee may be required to continue to render
services to the Company in accordance with terms of this
Agreement, during any part of the four (4) week period which
occurs after the expiration of the Agreement.
If the Company does not match any offer of which Employee
duly notifies the Company and the offeree does not thereafter
accept such offer, the terms of this paragraph shall apply to
any subsequent offer received by or made by Employee.
B. COVENANT NOT TO COMPETE Upon the termination of Employee's
employment for cause under this Agreement, Employee agrees
that for a period of ninety (90) days from the date of
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termination, Employee will not enter into any employment or
other agreement, directly or indirectly, with any person or
entity who is a direct competitor of Company in the network
or syndicated radio industry or reveal in any manner, any
information concerning the Company's operations. Employee
will receive compensation for the ninety (90) day period
based on the base salary in effect at the time of
termination. This provision will not apply if Employee is
terminated without cause.
C. RENEWAL Thirteen weeks prior to the expiration of this
Agreement, the Company and Employee will enter into
negotiations to extend the terms of this Agreement. If
Company determines not to renew, Employee will receive a
severance amount equal to thirteen (13) weeks of Employees's
base salary compensation and the date of termination will be
the expiration date of this Agreement. This provision does
not apply if Company's decision not to renew was based on
declining to match a bona fide offer as set forth in Section
8.A above.
9. NOTICES
All notices which any party may be required or may desire to give
under or in connection with this Agreement shall be in writing and
shall be sent either: (i) by personal delivery or reputable
overnight courier, in which case the notice shall be deemed
received upon the earlier of actual receipt as evidence by the
records of such delivery service or courier, or one (1) business
day after deposit with such delivery service or courier; or (ii)
by certified United States mail, return receipt requested, postage
prepaid, in which case the notice shall be deemed received on the
earlier of actual receipts or three (3) business days after
deposit in the United States mail; or (iii) by telecopy or
facsimile transmission, in which case the notice shall be deemed
received upon confirmation of such transmission. All notices shall
be delivered as follows:
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To Employee: Xxxxxxx X. Xxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
FAX: (000) 000-0000
If To Employer: Xxx Xxxxxxxx
Westwood One Radio, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
FAX: (000) 000-0000
With Copies To: Business and Legal Affairs
Westwood One, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000
FAX: (000) 000-0000
Any party may change its address for purposes of this Section by giving the
other party written notice of the new address in the manner set forth above.
10. ASSIGNMENT
The Company shall have the right to assign this Agreement, in
whole or in part, to any person or entity who succeeds to
ownership of Company or to any of the Company's affiliated
entities or to any other party provided, however, that no such
assignment shall relieve the Company of any obligations hereunder.
Employee agrees and acknowledges that he may not assign this
Agreement or any of his rights hereunder under any circumstances.
11. MISCELLANEOUS
A. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be
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construed as a waiver of any subsequent breach by that party.
No waiver shall be valid unless in writing, executed by the
party or its duly authorized representative.
B. This Agreement and all rights, obligations and liabilities
arising under it shall be construed and enforced in
accordance with the laws of the State of New York.
C. Any provision in this Agreement which may be prohibited by
law shall be ineffective to the extend of such prohibition
without invalidating the remaining provisions of this
Agreement.
D. The parties mutually acknowledge that this Agreement
constitutes the complete and exclusive statement of the
agreement between them in regards to their employment
relationship, and supersedes any prior proposals,
commitments, or representations of any kinds, whether oral or
written, with respect to such relationship.
E. This Agreement may be amended only by an instrument in
writing executed by the parties or their duly authorized
representatives.
F. The parties hereby agree that the headings contained in
this Agreement are for reference only and are not intended to
form part of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WESTWOOD ONE RADIO, INC. XXXXXXX X. XXXXXXX
"WESTWOOD" "EMPLOYEE"
By:/s/ XXX XXXXXXXX By:/s/XXXXXXX X. XXXXXXX
------------------------ ----------------------
Xxx Xxxxxxxx Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx 00 Xxxxxxxxx Xxxx
Xxx Xxxx, XX 00000 Xxxxxxxx, XX 00000
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