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EXHIBIT 10.02
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into in Bala Cynwyd, Xxxxxxxxxx County,
Pennsylvania this 25th day of June, 1993 as of January 1, 1993 by and between
XXXXXX X. FIELD ("Employee"), and ENTERTAINMENT COMMUNICATIONS, INC., a
Pennsylvania corporation ("Employer").
W I T N E S S E T H:
WHEREAS, Employer is in the business of owning and operating radio
broadcasting stations licensed to it by the Federal Communications Commission;
and
WHEREAS, Employee has served as President and Chief Executive officer
of the Company since its inception approximately twenty-four years ago; and
WHEREAS, the term of the Employment Agreement previously in effect
between Employer and Employee by its terms expired on December 31, 1991 but was
temporarily extended by agreement of the parties pending entry into this
Agreement, and Employee and Employer have agreed to a new agreement for a term
and on the basis described herein.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree
as follows:
1. The Employment Agreement previously in force between the parties
dated July 12, 1989, the term of which was extended by agreement, is hereby
superseded and abrogated by the terms hereof effective January 1, 1993.
2. Employer hereby employs Employee as President and Chief Executive
officer of the company for a period of two (2) years commencing January 1, 1993
and Employee agrees to devote his full business time and attention to carry out
the duties as President and Chief Executive officer of Employer. Either party
desiring this Agreement to terminate at the end of such initial two year period
or any renewal period shall give the other party at least thirty days written
notice of termination prior to the end of the then current term. In the absence
of such a notice of termination at the end of the initial term or any renewal
term, this Agreement shall automatically renew for an additional period of one
year.
3. In consideration of the services to be rendered to Employer,
Employee shall receive annual base compensation during his first year of
employment hereunder of $500,000.00. Said annual base compensation shall be
increased or decreased annually as of the anniversary date of the commencement
date of the Agreement by a percentage equal to the percentage of inflation or
deflation over the last preceding twelve month period as determined in the
seasonally adjusted Gross National Product implicit Price Deflator issued by the
Bureau of Economic Analysis of the United States Department of Commerce for the
period from the 31st of December immediately preceding the prior year to the
31st of December immediately preceding the then current year. In addition,
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Employee shall receive such additional salary, bonuses, fees and other
compensation as may be approved by the Board of Directors from time to time and
shall be entitled to participate in any bonus, profit sharing, retirement,
insurance or other plan or program adopted by the Company for employees
generally.
4. During the term of this Agreement, Employer shall furnish Employee
with the use of a Company automobile.
5. In the event of the death of Employee during the term of this
Agreement, Employer shall pay to Employee's widow, if surviving, otherwise to
his children or their issue surviving per stirpes, compensation at the rate then
being received by Employee for a period of one (1) year following Employee's
death.
6. In the event of the onset of conditions during the term of this
Agreement which with the passage of time result in the total disability of
Employee, Employer shall pay to Employee the compensation payable under this
Agreement at the rate then being received by Employee for the period or periods
of total disability, or one year, whichever is less, and anything herein to the
contrary notwithstanding the term of this Agreement shall be extended through
the end of the period during which disability compensation pursuant to this
paragraph is payable to Employee. For purposes of the foregoing, a period of
total disability shall mean a period during which physical, mental, emotional or
neurological conditions prevent Employee from performing Employee's normal
duties under this Agreement.
7. In the event of termination of Employee's employment by resignation
or termination by Employer for cause, Employee agrees that he will not without
the written consent of Employer for a period of two (2) years from and after the
date of such termination engage in any broadcast business competing with
Employer in any standard metropolitan statistical area as defined by the Federal
Bureau of Census in which Employer is then operating a broadcast property.
8. This Agreement shall be binding upon Employer and its successors by
merger, consolidation or otherwise and shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes any previous oral or written communications and agreements and
shall not be amended, modified or changed except in writing duly executed by the
parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
ENTERTAINMENT COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxx
Executive Vice President
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Field
Witness Xxxxxx X. Field
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Memo to: Xxxxxx X. Field
From: Xxxx Xxxxx
Re: Auto Allowance
Date: August 20, 1996
In accordance with paragraph 4 of the Employment Agreement between
Entertainment Communications, Inc. and Xxxxxx X. Field, the Company is required
to furnish you with the use of an automobile. Due to the theft and
non-replacement of the previously supplied Company automobile, you are entitled
to a car allowance until such time as another vehicle is purchased by the
Company. Accordingly, you will be paid a monthly car allowance of $1,000
retroactive to 4/12/96 .
cc: Xxxx Xxxxxxxx
Xxxxx Xxxxx
