1
Exhibit 10(c)
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of
March 1, 1998 by and between REGENT COMMUNICATIONS, INC., a Delaware corporation
(the "Company"), and XXXXXXX X. XXXXXXXX ("Employee").
RECITALS
WHEREAS, the Company is engaged in the business, either directly or through
affiliates, of owning and operating radio broadcasting stations (the
"Business"), with principal offices in Covington, Kentucky. For purposes of this
Agreement, the term "Company" shall include the Company, its subsidiaries,
affiliates, and assignees and any successors in interest of the Company and its
subsidiaries and/or affiliates.
WHEREAS, Employee has been actively engaged in the radio broadcasting
business since 1958 and has extensive knowledge and a unique understanding of
the operation of the Business.
WHEREAS, the Company desires to employ Employee, and Employee desires to be
employed by the Company, as President of the Company.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. EMPLOYMENT.
1.1 ENGAGEMENT OF EMPLOYEE. The Company agrees to employ Employee and
Employee agrees to accept employment as the President of the Company, all in
accordance with the terms and conditions of this Agreement.
1.2 DUTIES AND POWERS.
(a) During the Employment Period, Employee will serve as the Company's
President, and will have such responsibilities, duties and authority as
customarily held by executives in such a position in comparable companies, and
will render services of an executive and administrative character, and act in
such other executive capacity for the Company, as the Company's board of
directors (the "Board") shall from time to time direct. Employee shall devote
his reasonable best efforts, energies and abilities to the business and affairs
of the Company. Employee shall perform the duties and carry out the
responsibilities assigned to him, to the best of his ability, in a diligent,
trustworthy and businesslike manner for the purpose of advancing the business of
the Company and in a manner he reasonably believes to be in and not opposed to
the best interests of the Company.
2
(b) Employee acknowledges that his duties and responsibilities will
require his concentrated business efforts and agrees that during the Employment
Period he will not engage directly or indirectly in any other business activity
or have any business pursuits or interests which materially interfere or
conflict with the performance of Employee's duties hereunder or which compete
directly with the Company; provided, however, nothing in this Section 1.2 shall
be deemed to prohibit Employee from investing in the stock of any competing
corporation listed on a national securities exchange or traded in the
over-the-counter market, but only if his associates (as such term is defined in
Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in
effect on the date hereof), collectively, do not own more than an aggregate of
three percent of the stock of such corporation. In addition, Employee may serve
on boards of directors during the Employment Period and volunteer his service to
charitable, business and other public service agencies, clubs or organizations
so long as such board or other service does not materially interfere or conflict
with the performance of Employee's duties hereunder and so long as such
activities are not rendered for a competitor of the Company. Any and all fees or
remuneration paid to Employee in consideration of work and services performed
outside the scope of Employee' employment hereunder shall inure to the benefit
of Employee.
(c) The parties hereto agree that none of Employee's duties hereunder
shall require him to, and Employee agrees that he will not without the consent
of the Board, which consent shall not be unreasonably withheld, change his
personal residence from the Greater Cincinnati, Ohio SMSA Area.
1.3 EMPLOYMENT PERIOD. Employee's employment under this Agreement shall
begin effective March 1, 1998 and shall continue through and until April 30,
2001 (the "Initial Period") unless extended as provided in this Section 1.3.
This Agreement shall automatically be extended for additional consecutive
three-year periods ("Renewal Periods") unless either party desires to terminate
this Agreement and notifies the other party in writing at least sixty (60) days
prior to the end of the then current Initial Period or Renewal Period. The
Initial Period and the Renewal Periods are hereinafter referred to collectively
as the "Employment Period." Notwithstanding anything to the contrary contained
herein, the Employment Period is subject to termination pursuant to Section 1.4
and Section 1.5 below.
1.4 TERMINATION BY THE COMPANY. The Company has the right to terminate
Employee's employment under this Agreement, by notice to Employee in writing at
any time, (i) for "Cause", (ii) without Cause for any or no reason, and (iii)
due to the Disability of Employee. Any such termination shall be effective upon
the date of service of such notice pursuant to Section 15. This Agreement shall
terminate automatically upon Employee's death.
"Cause" as used herein means the occurrence of any of the following events:
(a) the determination by the Board in the exercise of its reasonable
judgment that Employee has committed an act or acts constituting (i) a crime
involving moral turpitude, dishonesty or theft, (ii) dishonesty or disloyalty
with respect to the Company, or (iii) fraud;
-2-
3
(b) the determination by the Board in the exercise of its reasonable
judgment that Employee has committed an act that indicates alcohol or drug abuse
by Employee that adversely affects his performance hereunder;
(c) a material breach by Employee of any of the terms and conditions of
Sections 3 or 4 of this Agreement; or
(d) Employee's gross negligence, habitual neglect, or intentional
misconduct in the performance of his duties hereunder.
Employee shall be deemed to have a "Disability" for purposes of this
Agreement if Employee shall be unable, by reason of illness or physical or
mental incapacity or disability (from any cause or causes whatsoever), to
perform Employee's essential job functions hereunder, whether with or without
reasonable accommodation by the Company, in substantially the manner and to the
extent required hereunder prior to the commencement of such Disability, for a
total period of 90 days in any 180-day period. In the event Employee shall be
under a Disability, the Company shall have the right to terminate Employee's
employment hereunder during the continuance of such Disability upon at least
thirty (30) days prior written notice to Employee. Such determination shall not
be arbitrary or unreasonable, and the Board shall take into consideration the
opinion of Employee's personal physician, if reasonably available, as well as
applicable provisions of the Americans with Disabilities Act, but such
determination by the Board, if not arbitrary or unreasonable, shall be final and
binding on the parties hereto.
1.5 TERMINATION BY EMPLOYEE. Employee has the right to terminate his
employment under this Agreement for any or no reason, upon ninety (90) days
prior written notice to the Company.
1.6 BOARD OF DIRECTORS AND RESIGNATION. Throughout the Employment
Period, the Company agrees to seek to cause Employee to be elected to the Board.
Unless by virtue of his beneficial ownership of voting stock of the Company he
has voting control over a number of shares sufficient to assure his election to
the Board, upon the termination of Employee's employment with the Company for
any reason, Employee shall be deemed to have automatically resigned from any
position he may then hold on the Board. Such resignation shall be deemed
effective immediately without the requirement that a written resignation be
delivered.
1.7 INDEMNITY. The Company shall indemnify Employee and hold him
harmless to the fullest extent permissible under applicable law for all acts or
decisions made by him in good faith while performing services for the Company.
The Company shall also use its best efforts to obtain coverage for him under any
insurance policy obtained during the term of this Agreement covering the other
officers and directors of the Company against lawsuits.
-3-
4
2. COMPENSATION AND BENEFITS.
2.1 BASE COMPENSATION. During the Employment Period, the Company will
pay Employee an annual base salary of $225,000 per annum (the "Base Salary"),
payable in accordance with the Company's regular payroll policy for senior
executive salaried employees; provided, however, payment of Employee's Base
Salary shall be deferred until the earlier of July 1, 1998 and the date of
consummation of the merger with Faircom Inc., at which time all accrued and
unpaid Base Salary shall be paid in full. At least once every twelve (12)
months, the Board shall perform an annual review of Employee's Base Salary based
on Employee's performance of his duties and the Company's other compensation
policies and make such increase thereto as it deems appropriate, provided that
at each such twelve-month interval the Base Salary shall be increased from its
level during the prior twelve-month period at least by a percentage no less than
the percentage increase in the Consumer Price Index - All Items during such
prior twelve-month period. Upon termination of the Employment Period, the Base
Salary for any partial year will be prorated based on the number of days elapsed
in such year during which the Employment Period had continued.
2.2 DISCRETIONARY BONUS. Within seventy five (75) days following the end
of each fiscal year, the Board, as part of its annual review of Employee's
performance, shall consider in its sole discretion the merits of a bonus to
Employee, and in the event a bonus is warranted, shall cause the Company to
award to Employee a bonus (the "Discretionary Bonus") for such year in an amount
to be determined by the Board in its reasonable judgment based upon the
Employee's and the Company's performance and the achievement of reasonably
attainable goals and objectives established by the Board in consultation with
Employee for such year. For purposes of a guideline, an assessment by the Board
that Employee's performance has been "good" should merit a Discretionary Bonus
equal to at least fifty percent (50%) of Employee's Base Salary for that year,
with higher percentages of Base Salary for "excellent" and "outstanding"
performances, a lesser percentage of Base Salary for only "satisfactory"
performance, and no Discretionary Bonus for "poor" performance.
2.3 STOCK OPTIONS. It is agreed that, in addition to and not in lieu of
Discretionary Bonuses, the Company will, from time to time and on such terms and
conditions as the Board shall deem appropriate, in its sole discretion, grant to
Employee pursuant to the Company's 1998 Management Stock Option Plan qualified
and/or non-qualified options to acquire that number of shares of common stock of
the Company which constitutes 5.5% of the outstanding equity securities of the
Company from time to time, on a fully-diluted, as converted, basis; provided,
however, that such number shall not exceed 733,333 without further approval of
the Board of Directors. These grants will be made at intervals as additional
equity securities are issued by the Company and will include an initial grant
during the first year of the Initial Period to be made upon consummation of the
pending merger transaction with Faircom Inc. of options to purchase the number
of shares of the Company's common stock to which he is then entitled pursuant to
the terms of this Section 2.3. These options will be granted in two sets - one
set consisting of incentive stock options ("ISO's") to purchase the maximum
number of shares allowable to maintain their qualified status and the other set
consisting of non-qualified stock options (the "Non-Qualified Options"). All
such options will (a) be exercisable at an exercise price of not less than the
then fair market value of the Company's common stock but, in any
-4-
5
event, at least $5.00 per share with respect to the authorized options to
purchase 733,333 shares, (b) vest over a period of ten (10) years (10% each
year) for the ISO's and three (3) years (33% each year) for the Non-Qualified
Options, provided all non-vested options will vest immediately upon a change of
majority control of the Company or a sale of substantially all of the assets of
the Company, and (c) have an exercise period of ten (10) years from the date of
grant (or such shorter period as may be required to preserve the ISO's).
2.4 BENEFITS. In addition to the Base Salary, any Discretionary Bonus
and any stock options payable or granted to Employee hereunder, Employee will be
entitled to the following benefits during the Employment Period:
(a) payments of premiums for hospitalization, disability, life and
health insurance, to the extent offered by the Company, and in amounts
consistent with Company policy, for all key management employees, as reasonably
determined by the Board;
(b) up to four (4) weeks paid vacation each year with salary, provided
that unused vacation time shall not be carried over to subsequent years;
(c) reimbursement for reasonable, ordinary and necessary out-of-pocket
business expenses incurred by Employee in the performance of his duties, subject
to the Company's policies in effect from time to time with respect to travel,
entertainment and other expenses, including without limitation, requirements
with respect to reporting and documentation of such expenses;
(d) use of an automobile at the Company's expense which shall include
expenses for parking in the area of the Company's offices and for comprehensive
insurance coverage for the automobile; and
(e) other benefit arrangements and perquisites, including a 401(k) or
similar tax deferral plan, to the extent made generally available by the Company
to its executives and key management employees.
2.5 TAXES, ETC. All compensation payable to Employee hereunder is stated
in gross amount and shall be subject to all applicable withholding taxes, other
normal payroll and any other amounts required by law to be withheld.
2.6 COMPENSATION AFTER TERMINATION.
(a) If the Employment Period is terminated (i) by the Company without
Cause; (ii) by reason of Employee's Disability; or (iii) through expiration of
the Employment Period or death of Employee, then, (1) all shares of the
Company's capital stock beneficially owned by the Employee shall be repurchased
by the Company for cash equal to the fair market value thereof at the effective
date of termination (with the cash payment in full made promptly after a
termination pursuant to this Section 2.6(a)(I) or 2.6(a)(iii) and with the cash
payment made in three equal consecutive annual installments beginning on the
date of termination pursuant to this Section 2.6(a)(ii)); (2) except as
otherwise provided in the specific terms of the
-5-
6
option agreement or grant, all unvested options to purchase stock of the Company
held by Employee shall cease and terminate as of the date of termination, and
all vested but unexercised options to purchase stock of the Company held by
Employee shall be repurchased by the Company (according to the same payment
terms as apply to shares of the Company's capital stock) for an amount
constituting the excess of fair market value of the shares subject to the
options over the exercise price of the options, if any, and if there is no such
excess, then such options shall be repurchased by the Company for one hundred
dollars ($100) in the aggregate; whereupon, the Company shall have no further
obligations hereunder or otherwise with respect to Employee's employment from
and after the termination or expiration date (except for the unpaid installments
and payment of Employee's current Base Salary accrued through the date of
termination or expiration) and the Company shall continue to have all other
rights available hereunder (including without limitation, all rights under
Sections 3 and 4 at law or in equity). For the purposes of this Agreement, "fair
market value" shall have its customary meaning and shall promptly be determined
by agreement between the Company and the Employee. If the Company and the
Employee cannot agree on the fair market value within thirty (30) days after
termination, then each of the Company and the Employee shall promptly appoint an
appraiser, who will in turn promptly select a third appraiser, and the three
appraisers will, within thirty (30) days of their appointment, determine the
fair market value of the stock in such manner as a majority of them deem
appropriate. The shares of stock and any options shall be transferred to the
Company free and clear of all liens, encumbrances or rights of third parties
within three (3) business days after the decision of the appraiser has been
communicated to the parties. Notwithstanding the foregoing, if the Employment
Period is terminated prior to September 1, 1998, then the Company shall not be
obligated to repurchase from Employee the capital stock and options owned or
held by him until October 1, 1998 (or as promptly thereafter as practicable) and
the fair market value of such securities shall be determined as of September 1,
1998.
(b) If the Employment Period is terminated by the Company because of
Employee's Disability, the Company agrees to continue to pay Employee his
current Base Salary during such period of Disability, said payments to continue
for a maximum of one year. Thereafter, Employee shall be paid by the Company's
insurer, if any, such disability benefits as may be paid to any employee of the
Company under any disability plan then in effect, if any.
(c) If the Employment Period is terminated by the Company without Cause,
Employee shall be entitled to receive as severance pay (in addition to the
payment of the Base Salary through the date of termination as well as a prorated
Discretionary Bonus) an amount equal to the greater of (i) his current Base
Salary for a period equal to twelve (12) months and (ii) Employee's current Base
Salary for the remainder of the current Initial or Renewal Period, such amount
to be payable in regular installments in accordance with the Company's general
payroll practices for salaried employees. Employee shall have no obligation to
mitigate these post-employment payments by seeking other employment. Except
pursuant to Section 2.6(a), the Company shall have no other obligations
hereunder or otherwise with respect to Employee's employment from and after the
termination or expiration date, and the Company shall continue to have all other
rights available hereunder (including, without limitation, all rights under
Sections 3, 4, and 6 at law or in equity).
-6-
7
(d) If the Employment Period is terminated pursuant to Section
2.6(a)(iii), 2.6(b), or 2.6(c) above, Employee shall be entitled to receive, at
such time it would otherwise be payable, any Discretionary Bonus which would
have been payable, based upon the Company's performance over the full fiscal
year, prorated for that portion of the fiscal year during which the Employee was
employed by the Company.
2.7 PROFIT SHARING, PENSION AND SALARY DEFERRAL BENEFITS. It is
understood by the parties to this Agreement that, during the Employment Period,
Employee shall be entitled to participate in or accrue benefits under any
pension, salary deferral or profit sharing plan now existing or hereafter
created for employees of the Company upon terms and conditions equivalent to
those which the Company may provide for other senior executive employees.
3. COVENANT NOT TO COMPETE.
3.1 NON-COMPETITION. Employee agrees that during the Employment Period
and for the 18-month period immediately following the termination of his
employment with the Company, he shall not, within a seventy-five (75) mile
radius of any radio station transmission tower or studio then owned or operated,
directly or indirectly, by the Company (the "Territory"), engage in any of the
following activities:
(a) Directly or indirectly enter into the employ or render any service
to or act in concert with any person, partnership, corporation or other entity
engaged in the ownership or operation of radio stations (the "Radio Business")
with a radio station transmission tower or studio located within the Territory;
or
(b) Directly or indirectly engage in the Radio Business with a radio
station transmission tower or studio located within the Territory on his own
account; or
(c) Become interested in any such Radio Business with a radio station
transmission tower or studio located within the Territory directly or indirectly
as an individual, partner, shareholder, director, officer, principal, agent,
employee, consultant, creditor or in any other relationship or capacity;
provided, that the purchase of a publicly traded security of a corporation
engaged in the Radio Business shall not in itself be deemed violative of this
Agreement so long as Employee does not own, directly or indirectly, more than 3%
of the securities of such corporation.
3.2 NON-SOLICITATION. Employee agrees that during the Employment Period
and for the 18-month period immediately following the termination of his
employment with the Company, he shall not (other than in the regular course of
the Company's business) within the Territory solicit, directly or indirectly,
business of the type then being performed by the Company from any person,
partnership, corporation or other entity which is a customer of the Company at
the time Employee's employment with the Company terminates, or was such a
customer within the one-year period immediately prior thereto, or to the
knowledge of Employee at the date of termination of employment, is a person,
partnership, corporation or other entity with which the Company plans to do a
substantial amount of business within the one-year period after such termination
of employment.
-7-
8
4. NON-INDUCEMENT AND NON-DISCLOSURE.
4.1 NON-INDUCEMENT. Employee agrees that during the Employment Period
and for a one-year period immediately following the termination of his
employment with the Company, he shall not directly or indirectly, individually
or on behalf of persons not parties to this Agreement, aid or endeavor to
solicit or induce any of the Company's employees to leave their employment with
the Company in order to accept employment with Employee or another person,
partnership, corporation or other entity.
4.2 NON-DISCLOSURE. At no time shall Employee divulge, furnish or make
accessible to anyone (other than in the regular course of the Company's
business) any knowledge or information with respect to confidential information
or data of the Company, or with respect to any confidential information or data
of any of the customers of the Company, or with respect to any other
confidential aspect of the business or products or services of the Company or
its customers. Upon termination of his employment with the Company, Employee
shall return to the Company all records, documents and material containing
confidential information of the Company prepared by Employee or coming into his
possession by virtue of his employment with the Company, including all copies
thereof.
5. EFFECT OF TERMINATION WITHOUT CAUSE. Notwithstanding the provisions
of Sections 3 and 4 above, the restrictions imposed upon Employee in Sections
3.1, 3.2, and 4.1 of this Agreement during the period following the termination
of his employment hereunder shall apply in the event Employee's employment
hereunder is terminated by the Company without cause pursuant to Section 1.4(ii)
only for a period of one year provided Employee has received and has elected to
accept the severance pay under Section 2.6(c).
6. REMEDIES. Employee acknowledges and agrees that the covenants set
forth in Sections 3 and 4 of this Agreement (collectively, the "Restrictive
Covenants") are reasonable and necessary for the protection of the Company's
business interests and compliance therewith will not deprive Employee of the
ability to earn a suitable living, that irreparable injury will result to the
Company if Employee breaches any of the terms of the Restrictive Covenants, and
that in the event of Employee's actual or threatened breach of any such
Restrictive Covenants, the Company will have no adequate remedy at law. Employee
accordingly agrees that in the event of any actual or threatened breach by him
of any of the Restrictive Covenants, the Company shall be entitled to immediate
temporary injunctive and other equitable relief, without the necessity of
showing actual monetary damages, subject to hearing as soon thereafter as
possible. In such event, the periods of time referred to in Sections 3 and 4
shall be deemed extended for a period equal to the respective period during
which Employee is in breach thereof, in order to provide for injunctive relief
and specific performance for a period equal to the full term thereof. Nothing
contained herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of any damages which it is able to prove. The covenants contained
in Section 4 and 5 shall be construed as separate covenants, and if any court
shall finally determine that the restraints provided for in any such covenants
are too broad as to the geographic area, activity or time covered, said area,
activity or time covered may be reduced to whatever extent the court deems
reasonable and such
-8-
9
covenants shall be enforced as to such reduced area, activity or time. Employee
shall indemnify and hold Company harmless from any liability, loss, damage,
judgment, cost or expense (including reasonable attorneys' fees and expenses)
arising out of any claim or suit resulting from Employee's breach of these
covenants or his failure to perform a duty hereunder.
7. NO OTHER NON-COMPETE AGREEMENTS. Notwithstanding anything to the
contrary contained herein, Employee hereby represents, warrants and covenants to
Company that Employee (i) is not a party to nor bound by any non-competition,
non-solicitation, confidentiality or other agreement of any kind which would
conflict with or prevent his employment hereunder or the full performance of all
of his duties hereunder, and (ii) has not, and will not, wrongfully use any
confidential information or know-how taken from another employer. Employee
hereby agrees to indemnify and hold the Company harmless from any claim, loss,
damage and expense hereafter incurred by the Company as a result of any breach
of the foregoing representations, warranties or covenants made by Employee in
this Section.
8. LIFE INSURANCE. The Company may at its discretion and at any time apply
for and procure as owner and for its own benefit and at its own expense,
insurance on the life of Employee in such amounts and in such form or forms as
the Company may choose. Employee shall cooperate with the Company in procuring
such insurance and shall, at the request of the Company, submit to such medical
examinations, supply such information and execute such documents as may be
required by the insurance company or companies to whom the Company has applied
for such insurance. Employee shall have no interest whatsoever in any such
policy or policies, except that, upon the termination of Employee's employment
hereunder, Employee shall have the privilege of purchasing any such insurance
from the Company for an amount equal to the actual premiums thereon previously
paid by the Company.
9. INCOME TAX TREATMENT. Employee and the Company acknowledge that it is
the intention of the Company to deduct all amounts paid under Section 2 hereof
as ordinary and necessary business expenses for income tax purposes. Employee
agrees and represents that he will treat all amounts paid hereunder as ordinary
income for income tax purposes, and should he report such amounts as other than
ordinary income for income tax purposes, he will indemnify and hold the Company
harmless from and against any and all taxes, penalties, interest, costs and
expenses, including reasonable attorneys' and accounting fees and costs, which
are incurred by the Company directly or indirectly as a result thereof.
10. ASSIGNMENT. No party hereto may assign or delegate any of its rights or
obligations hereunder without the prior written consent of the other party
hereto, provided, however, the Company shall have the right to assign all or any
part of its rights and obligations under this Agreement to (i) any affiliate of
the Company to which the Business is assigned at any time or (ii) the purchaser
of all or substantially all of the assets of the Company. Except as otherwise
expressly provided herein, all covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and permitted assigns of the parties
hereto whether so expressed or not.
11. SEVERABILITY. Whenever possible, each provision of this agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision
-9-
10
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
12. COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement.
13. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings in this
Agreement are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement. The use
of the word "including" in this Agreement shall be by way of example rather than
by limitation.
14. NOTICES. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given if (i) delivered personally
to the recipient, (ii) sent to the recipient by reputable express courier
service (charges prepaid) or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, or (iii) transmitted by
telecopy to the recipient with a confirmation copy to follow the next day to be
delivered by overnight carrier. Such notices, demands and other communications
shall be sent to the addresses indicated below:
(a) If to Employee:
Xxxxxxx X. Xxxxxxxx
00 Xxxx XxxxxXxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile No. 606/292-0352
(b) If to the Company:
Regent Communications, Inc.
00 Xxxx XxxxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: 606/292-0352
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party. Date
of service of such notice shall be (w) the date such notice is personally
delivered, (x) three days after the date of mailing if sent by certified or
registered mail, (y) one day after the date of delivery to the overnight courier
if sent by overnight courier or (z) the next business day after the date of
transmittal by telecopy.
15. PREAMBLE; PRELIMINARY RECITALS. The Preliminary Recitals set forth in
the Preamble hereto are hereby incorporated and made part of this Agreement.
-10-
11
16. WAIVER. No modification, termination or attempted waiver of this
Agreement shall be valid unless in writing and signed by the party against whom
the same is sought to be entered. Either party's failure to enforce any
provision or provisions of this Agreement shall not in any way be construed as a
waiver of any such provision or provisions as to any future violations thereof,
nor prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties herein are cumulative and the
waiver by a party of any single remedy shall not constitute a waiver of such
party's right to assert all other legal remedies available to him or it under
the circumstances.
17. ADDITIONAL OBLIGATIONS. Both during and after the Employment Period,
Employee shall, upon reasonable notice, furnish the Company with such
information as may be in Employee's possession, and cooperate with the Company,
as may reasonably be requested by the Company (and, after the Employment Period,
with due consideration for Employee's obligations with respect to any new
employment or business activity) in connection with any litigation in which the
Company or any affiliate is or may become a party. The Company shall reimburse
Employee for all reasonable expenses incurred by Employee in fulfilling
Employee's obligations under this Section 17.
18. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the laws
of the Commonwealth of Kentucky without giving effect to provisions thereof
regarding conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
REGENT COMMUNICATIONS, INC.
By:
-------------------------------
Title:
----------------------------
EMPLOYEE:
----------------------------------
Xxxxxxx X. Xxxxxxxx
-11-
