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Exhibit 10.5
November 13, 1998
Mr. Xxxxx Xxxxxx
000 Xxxx xx Xxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Dear Xxxxx:
We are happy to welcome you as Entercom's Senior Vice President and
Chief Financial Officer and are looking forward to a long and mutually
beneficial association with you.
This letter will serve as a memorandum of our agreement concerning the
terms of you employment which is to be effective November 16, 1998 and
continuing through December 31, 2000 except that the Company may terminate this
agreement at any time for cause. This agreement shall automatically renew from
year to year thereafter, unless either party gives at least 120 days prior
written notice of its election to either terminate or to renegotiate the terms
of this agreement at the end of the original or any then current renewal term;
except that, if there is a "Change of Control" of the Company (as defined in the
Company's S-1 Registration Statement filed with the SEC) and your employment
hereunder is terminated within one year after such Change of Control, then in
connection with such termination you will be entitled to either an additional
sixty (60) days prior written notice of termination or in lieu thereof the
Company may pay you severance in an amount (at your then current salary rate)
which will compensate you for any portion of such additional sixty (60) days
notice which is not provided.
Commencing effective November 1, 1998 and so long as you are performing
the duties set forth herein, you will be paid a base semi-monthly salary of
$10,416.67 (annual rate of $250,000), as may be adjusted as provided below, plus
incentive compensation as hereinafter provided. Effective each January 1st,
starting in 2000 such salary shall be increased by the percentage increase in
the Consumer Price Index for all Urban Consumers ("CPI-U") as published by the
U.S. Department of Labor for the immediately preceding November compared to the
CPI-U for the month of November one year earlier.
In addition, you will be eligible for the following:
(a) ANNUAL INCENTIVE BONUS. You will be eligible for an annual cash
bonus of up to $100,000 as of end of each fiscal year of the Company. The amount
of such bonus will be determined in the sole discretion of the CEO of the
Company or the Compensation Committee of the Board of Directors based on a
review of the Company's performance and your performance during the fiscal year
then ended. You must work through the end of the fiscal year to be eligible for
the bonus for that year and the bonus will be determined and then paid after the
completion of the financial statements for the fiscal year in question.
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(b) STOCK OPTIONS. In the event the Company consummates the planned
Initial Public Offering ("IPO") of its Class A Common Stock and subject to the
approval of the Compensation Committee of the Board of Directors, you will be
awarded options under the Entercom 1998 Equity Compensation Plan to purchase
Class A Common Stock totaling $600,000 in value at the IPO price. Such options
will have a ten-year term, will vest 25% per year at the end of each of the
first four years following the award and will contain such other terms as
determined by the Compensation Committee of the Board of Directors. You will
also be eligible for future discretionary awards of options by the Compensation
Committee.
You will be provided with the use of a Company automobile to be
selected by the Company. You will be responsible for gas for this automobile and
the Company will be responsible for all repairs, maintenance and insurance for
this automobile. In lieu thereof, you may elect a car allowance of $750 per
month.
You will be eligible to participate in the Company's 401(k) Plan and
you will be provided with coverage under the Company's life insurance and LTD
insurance plans and any other benefits generally available to officers of the
Company, and you and your dependents will be provided with coverage under the
Company's major medical and dental insurance plans.
As Senior Vice President and Chief Financial Officer you will be
responsible for the general management and supervision of the fiscal affairs of
the Company and discharge such other duties as may from time to time be assigned
by the Board of Directors, the CEO or the President of the Company. As part of
such duties and responsibilities, you shall see that a full and accurate
accounting of all financial transactions of the Company is made, oversee the
investment and reinvestment of the capital funds of the Company, cooperate in
the conduct of the annual audit of the Corporation's financial records and
manage the relationships with the Company's lenders and investors.
If is of course essential that you maintain strict adherence to all of
the rules and regulations of the Federal Communications Commission ("FCC") in
all facets of your duties to protect the Company's FCC licenses. Please see that
you familiarize yourself thoroughly with these rules and regulations and if you
have any questions at any time feel free to consult with the appropriate
corporate officer or advisor.
Your position involves a close and confidential relationship in which
you will be privy to proprietary information of the Company, including without
limitation business plans, acquisition strategy, research, consulting reports,
computer programs and sales, technical, financial and programming practices and
data which you agree will be held in the strictest confidence at all times. All
trade secret, copyright, trademark and/or other intellectual property rights of
any kind developed while this agreement is in effect which relate to the
Company's business or to your duties hereunder shall be considered a "work for
hire" and shall be and remain the sole and exclusive property of the Company and
you shall, to the extent deemed necessary or desirable by the Company, cooperate
and
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assist the Company in assigning to the Company and perfecting, filing and
recording any such rights in the name of the Company.
You agree that you will devote your full time and best efforts to the
Company's business and will not accept any outside employment without the prior
written consent of the Company.
It is further understood and agreed that so long as you are employed by
the Company and for a period of one year thereafter you will not directly or
indirectly, provide any service either as an employee, employer, consultant,
contractor, agent, principal, partner, substantial stockholder, corporate
officer or director of or for a company or enterprise which competes in any
material manner with the then present or planned business activities of the
Company, including without limitation, any audio programming, production,
engineering, promotion or broadcasting regardless of the method of its delivery,
which methods include, without limitation, AM, FM, satellite, PCS, cable,
Internet, or any other means. The foregoing notwithstanding, if the Company
either (i) elects to terminate your employment for reasons other than cause or
(ii) offers you a salary and bonus package which is lower than your then current
package in connection with an election by the Company to renegotiate the terms
of this agreement and your employment terminates due to a failure to reach
agreement on a lower salary and bonus package, then in either such event the
length of the foregoing covenant against competition shall be reduced to the
period following the termination of your employment which is the sum of: (a) any
period of notice provided for in this agreement for which you are given payment
in lieu thereof; (b) the time equivalent, at your ten current base salary rate,
of any additional payments made to you in connection with such termination; and
(c) three (3) months.
In addition it is understood and agreed that for the one year period
following any termination of your employment with the Company you will not,
without the express prior written permission of the Company, employ, counsel a
third party to employ, or participate in any manner in the recommendation,
recruitment or solicitation of the employment of any person who was an employee
of the Company on the date of their termination of your employment or at any
time within the 90 days prior thereto. In the event that any such person shall
be employed in a position under your direct or indirect supervision within such
one year period without the Company's express prior written permission, it shall
be conclusively presumed that this restriction has been violated.
You agree that a material portion of the compensation to be paid to you
hereunder is consideration for the restrictions contained in the two preceding
paragraphs and that for purposes of this letter the "Company" includes Entercom
Communications Corp., any subsidiaries and affiliates under common control with
Entercom Communications Corp. and any successors thereto.
In making this agreement you represent and warrant that you are free to
enter into and perform this agreement and are not and will not be under any
disability, restriction or prohibition, contractual or otherwise, with respect
to (a) your right to execute this agreement; (b) your right to make the
covenants contained herein; and (c) your right to fully perform each and every
team and obligation hereunder. You further agree not to do or attempt to do, or
suffer to be done, during or
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after the term hereof, any act in derogation of or inconsistent with the
obligations under this agreement.
If the foregoing accurately reflects the agreement between us please
sign a copy as indicated at the foot hereof and return to me.
With all best wishes.
Sincerely,
/s/ Xxxxxx X. Field
Xxxxxx X. Field, Chairman & CEO
/s/ Xxxxx X. Field
Xxxxx X. Field, President & COO
Agreed this 13th day of November, 1998
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
