EXHIBIT 10.40
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of March 19, 2003, between INTEREP NATIONAL RADIO
SALES, INC., a New York corporation (the "Company"), and XXXXXX X. XXXX
("Pine").
W I T N E S S E T H:
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WHEREAS, the Company wishes to avail itself of the advice and services of
Pine, and Pine wishes to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual agreements set forth below,
the parties agree as follows:
1. Employment
(a) Term. Subject to the terms and conditions of this Agreement, the
Company employs Pine, and Pine agrees to serve, as President and Chief Operating
Officer of the Company for a term commencing on the date hereof and ending on
February 28, 2006 unless extended as provided in the following sentence (the
"Term"). On March 1, 2004 and each following March 1 during the Term, the Term
shall automatically be extended for one additional year, unless the Company or
Pine notifies the other on or before the immediately preceding February 1 that
the Term is not to be so extended. For example, (i) if no such notice is given
on or before February 1, 2004, the Term would automatically be extended by one
year and would end on February 28, 2007 (unless subsequently extended) or (ii)
if such notice is given by the Company or Pine on or before February 1, 2004,
the Term would end on February 28, 2006.
(b) Duties. Pine shall be subject to the supervision and direction of Xxxxx
X. Guild, Chairman of the Board and Chief Executive Officer of the Company, or
any successor to either of such positions, to whom he shall report directly.
Pine shall perform his duties to the best of his ability and shall devote
substantially all of his business time, energies and skills to such duties,
subject to the understanding that he has various activities, including the
ownership and operation of radio stations, including, without limitation, three
in Greenville, Mississippi, and one in Sebastian/Melbourne, Florida, which may,
from time to time, require his attention, but which shall not interfere with the
performance of his duties to the Company; provided, however, that Pine shall not
own, invest in, or operate any other radio station without first obtaining the
approval of the Company's Board of Directors.
2. Base Salary and Incentive Bonus.
(a) During the Term and subject to the provisions of Section 2(c), the
Company shall pay Pine a base salary, not less frequently than semi-monthly, of
not less than $480,000 per year ("base salary"). The Company agrees that the
Compensation Committee of its Board of Directors (the "Committee") shall review
Pine's base salary each year with a view to
making appropriate upward adjustments to reflect Pine's contribution to the
profitability of the Company; provided, however, that the Company shall not be
obligated to make an adjustment in any particular year.
(b) During the Term, the Company shall pay Pine such annual bonus
compensation tied to his performance and the overall profitability of the
Company as may be established from time to time by the Company's Chief Executive
Officer and Pine, subject to the approval of the Committee. The target bonus for
2003 shall be $120,000, so that Pine's combined target salary and bonus for 2003
shall be $600,000. The target bonus for any other year in the Term shall not be
less than $120,000. Unless and until the Company adopts a general policy
contrary to advances against bonus, bonus amounts shall be payable in quarterly
installments, based on the Company's best estimates of actual performance
against performance goals, with an appropriate adjustment for any overpayment or
underpayment to be made promptly after the delivery to the Company of audited
financial statements for the year in question.
3. Benefits. Pine shall be entitled to participate in all employee benefit
plans and policies that the Company may make available to, or have in effect
for, its senior executives from time to time, including, without limitation,
health and hospitalization insurance plans, pension, profit-sharing, stock
incentive and stock option plans, in each case subject to the eligibility and
other provisions of any such plan or policy. Nothing in this Section 3 shall
require the Company to institute or make available any particular benefit plan
or policy. The Company shall not modify any of its benefit plans or policies
with the intent that Pine would be treated any less favorably than any other
senior executive. Pine shall be entitled to paid vacation leave during each year
in accordance with such policies as the Company shall have in effect from time
to time.
4. Options.
(a) Promptly after execution of this Agreement, the Committee (having
approved such action at a meeting thereof) shall grant to Pine non-qualified
stock options ("First Tier Options") to acquire 40,000 shares of the Company's
Class B Common Stock at a purchase price of $1.73 per share (the average of last
sale prices of the Company's Class A Common Stock on the Nasdaq Small Cap Market
over the 10 trading days immediately preceding the date of this Agreement). The
First Tier Options shall have a ten-year term, shall vest in equal installments
over the first three years of the term, shall have such provisions relating to
automatic vesting on a change in control as are set forth in this Agreement and
shall otherwise be granted under and subject to the provisions of the Company's
1999 Stock Incentive Plan (the "Plan"), except as otherwise provided in Section
6.
(b) Promptly after execution of this Agreement, the Committee (having
approved such action at a meeting thereof) shall grant to Pine non-qualified
stock options ("Second Tier Options") to acquire an additional 40,000 shares of
the Company's Class B Common Stock at a purchase price of $2.81 per share. The
Second Tier Options shall have a ten-year term and shall become exercisable and
shall fully vest if, and only if, the Company achieves "EBITDA" for its 2003
fiscal year of not less than its internal target for such fiscal year and shall
otherwise be granted under and subject to the provisions of the Plan, except as
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otherwise provided in Section 6. The date on which the Second Tier Options shall
become exercisable and shall fully vest shall be the earlier to occur of the
date on which the Company's earnings for its 2003 fiscal year are publicly
released by the Company and the date on which it files its Annual Report on Form
10-K for such fiscal year. "EBITDA" means the Company's operating income, plus
depreciation, amortization and other non-cash items, including non-cash rent and
compensation expense (other than any severance compensation for senior
management), as derived based on the Company's audited financials for its 2003
fiscal year, except that "contract termination revenues" and revenues and
expenses from Internet representation operations shall be excluded from
operating income for purposes of calculating the incentive bonus.
(c) If the aggregate number of stock options granted by the Company to any
other member of senior management with a position comparable to Pine's (not
including the Chief Executive Officer) exceeds by 10% or more the aggregate
number of stock options granted to Pine on and after the date of this Agreement,
the Company shall grant additional stock options to Pine so that any such excess
is reduced below 10%.
5. Expenses and Facilities. Pine shall be entitled to reimbursement for
all reasonable and necessary travel, entertainment and other expenses which are
incurred by him in the performance of his duties. The Company shall pay or
reimburse Pine such expenses on presentation, within a reasonable time after
such expenses are incurred, of an itemized account of such expenses, together
with such vouchers or receipts for individual expense items as the Company may
from time to time require under its normal policies and procedures. During the
Term, the Company shall provide Pine with all reasonable secretarial assistance
and office and technical facilities necessary for the performance of his duties
hereunder and suitable to his position.
6. Termination.
(a) Termination by the Company for Cause. The Company shall have the right
to terminate this Agreement and Pine's employment without prior notice in the
event of Pine's (i) willful failure or refusal, after notice thereof and a
reasonable opportunity to cure, to perform specific directives of the Company's
Chief Executive Officer, when such directives are consistent with law and the
scope and nature of Pine's duties and responsibilities set forth in this
Agreement, (ii) willful misconduct in the performance of his duties, (iii)
material breach of Sections 7 or 8, (iv) conviction for a felony or any other
crime involving moral turpitude, fraud or misrepresentation, (v) drunkenness or
illegal use of drugs which interferes with the performance of his duties under
this Agreement and which continues after a warning or (vi) commission of
criminal acts constituting fraud, dishonesty or harassment against the Company
or any of its clients or employees. In the event of termination pursuant to this
Section 6(a), the Company shall pay Pine any salary and expense reimbursement
owed to him for periods through the date of termination and shall have no other
liability to him other than as provided under any benefit plan of the Company in
which he is then participating or as otherwise required under applicable law.
(b) Termination Without Cause by the Company. If the Company terminates
Pine's employment other than for cause pursuant to Section 6(a) or on account of
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death or disability pursuant to Section 6(c), the Company shall pay Pine any
salary and expense reimbursement owed to him for periods through the date of
termination. The Company shall also pay Pine (i) as severance compensation, an
amount equal to his then current salary for the remainder of the Term, to be
paid in semi-monthly installments, (ii) any bonus payable pursuant to Section
2(b) for the year in which such termination occurs and (iii) 50% of the bonus
payable pursuant to clause (ii) of this Section 6(b) for each of any then
remaining years in the Term, payable in quarterly installments pursuant to
Section 2(b), but only if Pine executes and delivers to the Company a general
release of liabilities in a form satisfactory to the Company. Further, (x) all
options (other than Second Tier Options or any other stock options hereafter
issued to Pine the exercise of which is conditioned on performance or events) to
acquire shares of the Company's Class B Common Stock then held by Pine shall
fully vest to the extent then unvested and shall remain exercisable for two
years following the date of termination and (y) any Second Tier Options (or any
other stock options hereafter issued to Pine the exercise of which is
conditioned on performance or events) shall, if they become exercisable in
accordance with their terms, remain exercisable for two years following the date
of termination. The Company shall have no other liability to Pine other than as
provided under any benefit plan of the Company in which he is then participating
or as otherwise required under applicable law. The Company's obligations under
this Section 6(b) shall not be (A) offset or reduced by any compensation
received by Pine from any other employer after termination of his employment
hereunder or (B) conditioned on Pine's seeking other employment or otherwise
attempting to mitigate the Company's obligations hereunder.
(c) Termination on Account of Death or Disability.
(i) If Pine dies, this Agreement shall terminate. If Pine, due to
physical or mental disability or incapacity (as determined by a physician
selected by the Company or its insurers who is reasonably acceptable to
Executive), is unable to substantially perform his duties hereunder for a
period of 90 consecutive business days or more, or for 180 days in any
12-month period, the Company shall have the right to terminate Pine's
employment on 30 days' prior written notice. (The Company shall continue to
pay Pine the compensation, and provide the benefits, contemplated by this
Agreement during such periods of disability prior to termination.) If Pine
is able to and recommences the performance of his duties within such 30-day
notice period, such notice shall be vitiated.
(ii) In the event of Pine's death or disability, Pine or his
personal representatives shall be entitled to receive any salary and
expense reimbursement owed to Pine for periods through the date of
termination. The Company shall also pay Pine or his personal representative
(i) an amount equal to 75% of his then current salary for the remainder of
the Term, to be paid in semi-monthly installments, and (ii) the Company
shall also pay Pine any bonus payable pursuant to Section 2.2 for the year
in which such termination occurs, but only if Pine or his personal
representative executes and delivers to the Company a general release of
liabilities in a form satisfactory to the Company. Such payments shall be
reduced, however, by the aggregate amount of all income disability benefits
which Pine may receive or to which he may be entitled for such period by
reason of (A) any group health insurance plan which is intended to function
as a salary replacement plan, (B) any applicable compulsory state
disability law, (C) the Federal
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Social Security Act, (D) any applicable workmen's compensation law or
similar law and (E) any disability plan to which the Company has
contributed or for which it has made payroll deductions, other than those
which reimburse for actual medical expenses. The Company shall have no
other liability to Pine other than as provided under any benefit plan of
the Company in which he is then participating or as otherwise required
under applicable law.
(d) Termination by Pine. Pine may terminate his employment with the
Company on not less than 180 days' prior notice to the Company. In the event of
such termination by Pine, the Company shall pay Pine any salary and expense
reimbursement owed to him for periods through the date of termination and shall
have no other liability to him other than as provided under any benefit plan of
the Company in which he is then participating or as otherwise required under
applicable law. Pine may also terminate this Agreement if the Company violates
this Agreement in any material respect, and such violation is not cured within
30 days of Pine's written notice thereof to the Company.
(e) Termination for Cause by Pine After a Change in Control. For
purposes of this Section 6(e), "Change in Control", means the occurrence of any
of the following events:
(i) any "person," including a "group" (as such terms are used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act"), but excluding the Company, its "Affiliates" (that is, any
of its subsidiaries or any parent corporation), or any employee benefit
plan or employees of the Company or any of its Affiliates, or any group of
which any of the foregoing is a member, is or becomes the "beneficial
owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or
indirectly, of the Company's securities representing 30% or more of the
combined voting power of its then outstanding securities;
(ii) during any period of 24 consecutive months, individuals (A)
who on the date of this Agreement constitute the Company's entire Board of
Directors ("Initial Directors") or (B) whose election, appointment or
nomination for election was approved prior to such election or appointment
by a vote of at least two-thirds of the Initial Directors who were in
office immediately prior to such election or appointment, cease for any
reason to constitute at least a majority of the Board of Directors;
(iii) the consummation of a merger, business combination, share
exchange, division or other reorganization of the Company with any other
corporation, where, following such transaction, (A) a majority of the
directors of the surviving entity are persons who (I) were not members of
the Company's Board of Directors immediately prior to the merger or other
combination and (II) are not the Company's nominees or representatives, (B)
the Company's shareholders immediately prior to such merger or combination
beneficially own, directly or indirectly, less than 60% or more of the
combined voting power of the surviving corporation, as well as 60% or more
of the total market value of its outstanding equity securities, in
substantially the same proportion as they owned the combined voting power
of the Company, (C) any "person," including a "group" (each as defined in
clause (i) above), but excluding the Company, its Affiliates,
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or any of the Company's or its Affiliates' employee benefit plans or
employees, or any group of which any of the foregoing is a member, is or
becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities representing 30% or
more of the combined voting power of the surviving corporation or (D) in
the case of a division, the Company's shareholders immediately prior to
such division beneficially own, directly or indirectly, less than 60% or
more of the combined voting power of the outstanding voting securities of
each entity resulting from the division as well as 60% or more of the total
market value of each such entity's outstanding equity securities, in each
case in substantially the same proportion as such shareholders owned shares
of the Company prior to such transaction;
(iv) the consummation of a direct or indirect sale or other
disposition of all or substantially all of the Company's assets;
(v) the Company's adoption of any plan of liquidation providing for
the distribution of all or substantially all of its assets;
(vi) any other change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A under the Exchange Act; or
(vii) any other event or transaction that is declared by resolution of
the Company's Board of Directors to be a Change in Control.
If a Change in Control occurs, Pine shall have the right, exercisable within 180
days after the occurrence of any of the following events during the first 12
months following the Change in Control, to terminate his employment under this
Agreement on not less than 30 days' written notice thereof to the Company if any
of the following occur:
(A) the Company violates this Agreement in any material respect, and
such violation is not cured within 30 days of Pine's written notice thereof
to the Company;
(B) Pine ceases to serve as President and Chief Operating Officer
of the Company, other than by reason of his own choice or circumstances
that would entitle the Company to terminate his employment pursuant to
Sections 6(a) or (c);
(C) Pines ceases to report directly to the Chief Executive Officer
of the Company, or his duties, responsibilities or authority are materially
diminished, regardless of whether or not he retains the titles of President
and Chief Operating Officer; or
(D) Pine is prevent from substantially carrying out the duties of
his office due to the actions or behavior of any member of management with
a position senior to his.
If Pine terminates his employment pursuant to this Section 6(e) or pursuant to
the last sentence of Section 6(d), the Company shall promptly pay Pine any
salary and expense reimbursement owed to him for periods through the date of
termination. The Company shall also pay Pine (I) as
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severance compensation, an amount equal to his then current salary for the
remainder of the Term, to be paid in semi-monthly installments, (II) any bonus
payable pursuant to Section 2(b) for the year in which such termination occurs
and (III) 50% of the bonus payable pursuant to clause (II) of this Section 6(e)
for each of any then remaining years in the Term, payable in quarterly
installments pursuant to Section 2(b), but only if Pine executes and delivers to
the Company a general release of liabilities in a form satisfactory to the
Company. Further, (x) all options (other than any Second Tier Options or any
other stock options hereafter issued to Pine the exercise of which is
conditioned on performance or events) to acquire shares of the Company's Class B
Common Stock then held by Pine shall fully vest to the extent then unvested and
shall remain exercisable for two years following the date of termination and (y)
any Second Tier Options (or any other stock options hereafter issued to Pine the
exercise of which is conditioned on performance or events) shall, if they become
exercisable in accordance with their terms, remain exercisable for two years
following the date of termination. The Company shall have no other liability to
Pine other than as provided under any benefit plan of the Company in which he is
then participating or as otherwise required under applicable law. The Company's
obligations under this Section 6(e) shall not be (1) offset or reduced by any
compensation received by Pine from any other employer after termination of his
employment hereunder or (2) conditioned on Pine's seeking other employment or
otherwise attempting to mitigate the Company's obligations hereunder.
(f) General Release. Any general release called for in this Section 6
shall have effect solely with respect to claims arising on or prior to the date
of the release, shall not discharge any severance obligations undertaken by the
Company pursuant to this Section 6 and shall otherwise not apply to any conduct
occurring after the date of such release.
7. Non-Competition. For purposes of this Section 7 and Section 8, all
references to the "Company" include all of its subsidiaries, divisions and joint
ventures. During the Term, Pine shall have a duty to work only in the best
interests of the Company and not to appropriate any of the Company's business
opportunities for his personal gain or attempt to do so. Further, during the
Term and (i) for six months thereafter in the case of clauses (a) and (e) below
(insofar as clause (e) relates to clause (a)) and 12 months thereafter in the
case of clauses (b), (c), (d) and (e) below (insofar as clause (e) relates to
clauses (b), (c) or (d)), if the termination of Pine's employment with the
Company is pursuant to Sections 6(a) or 6(d) or (ii) for so long as the Company
is paying the severance compensation contemplated by Sections 6(b), 6(c) or 6(e)
if the termination of Pine's employment with the Company is pursuant to any such
section (in either case, the "Applicable Non-Compete Period"), Pine shall not,
in any geographical area in which the Company conducts business (or for such
lesser area or such lesser period as may be determined by a court of competent
jurisdiction to be a reasonable limitation on the competitive activity of Pine),
directly or indirectly:
(a) engage in any national radio or Internet representation business
or other national representation business in which the Company is then engaged
on behalf of himself or any third party, including, without limitation, any
representation firm, radio station group, Internet web site or group or other
firm, station or group involving a medium in which Interep is then engaged in
representation;
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(b) solicit or attempt to solicit business on his behalf or on behalf
of any third party, for services then offered by the Company from any parties
who are clients or customers of the Company, or to which the Company makes
specific proposals for services, during the six months prior to the termination
of Pine's employment and with respect to which Pine either (i) possesses
confidential information of the Company or (ii) was directly involved as to the
solicitation, negotiation or servicing of contracts;
(c) solicit or attempt to solicit for any business endeavor any
employee of the Company;
(d) interfere with the Company or the conduct of its business or
otherwise divert or attempt to divert from the Company any business whatsoever;
or
(e) render any services as a joint venturer, partner, consultant or
otherwise to, or have any interest as a stockholder, partner, lender or
otherwise in, any person or entity which is engaged in activities which, if
performed by Pine, would violate this Section 7, if Pine is involved in such
activities. The period of effectiveness of this clause (e) shall be the same as
the preceding clause in this Section 7 to which it relates in a particular case,
either six months or 12 months, as the case may be.
The foregoing shall not prevent Pine from (i) purchasing or owning up
to 5% of the voting securities of any corporation, the securities of which are
publicly-traded or (ii) owning or operating radio stations to the extent
permitted under Section 1(b). With respect to clause (a) of this Section 7, if
Pine is employed by a group (including a radio station group) or other entity
that is not involved in national sales representation, he shall not be in breach
of clause (a), regardless of the medium involved, but if such group or other
entity commences national representation during the period in which clause (a)
is in effect, Pine shall immediately terminate his employment therewith and
shall not become re-employed with such group or other entity until such period
has expired.
8. Confidentiality.
(a) General. Pine understands and acknowledges that, as a result of
his employment with the Company, he shall necessarily become informed of, and
have access to, confidential information of the Company, including, without
limitation, trade secrets, marketing plans and information, pricing information,
identity of clients and customers and prospective clients and customers, and
that such information, even though it may have been or may be developed or
otherwise acquired by Pine, is the exclusive property of the Company to be held
by Pine in a fiduciary capacity and solely for the Company's benefit. Pine shall
not at any time, either during his employment hereunder or during the Applicable
Non-Compete Period, reveal, report, publish, transfer or otherwise disclose to
any person, Company or other entity, or use, any of the Company's confidential
information which Pine, in the exercise of reasonable diligence, knows to be
confidential, without the written consent of the Company's Chief Executive
Officer or its Board of Directors, except for use on behalf of the Company in
connection with its business, and except for such information that legally and
legitimately is or becomes of general public knowledge from authorized sources
other than Pine or which Pine is required by law or judicial process to disclose
(but only to the extent required to be so disclosed).
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(b) Return of Materials. On the termination of his employment by the
Company or Pine for any reason, Pine shall promptly deliver to the Company all
material of a confidential nature (whether or not marked as such), including,
without limitation, budgets, financial statements or projections, drawings,
manuals, letters, notes, notebooks, reports and customer and suppliers lists,
and all copies or summaries thereof, relating to the Company's business or
affairs which are in Pine's possession or control.
9. Remedies and Survival. Because the Company would not have an
adequate remedy at law to protect its business and its interest in its trade
secrets, proprietary or confidential information and similar commercial assets
from any breach of the provisions of Sections 7 or 8, the Company shall be
entitled, in the event of such a breach or threatened breach thereof by Pine, to
injunctive relief, in addition to such other remedies and relief that would be
available to the Company. The prevailing party in any litigation brought by the
Company to enforce its rights under Sections 7, 8 or 9 shall be entitled to
receive payment from the other of, or reimbursement for, its reasonable
attorneys' fees and disbursements incurred in such connection. The provisions of
Sections 7, 8, 9 and 15 shall survive any termination of this Agreement.
10. Indemnification. Pine shall be entitled to all of the
indemnification provided by the Company to its officers pursuant to the
Company's Restated Certificate of Incorporation and By-Laws.
11. Entire Agreement; Amendments; No Waivers. This Agreement sets
forth the entire understanding of the parties with respect to its subject matter
and merges and supersedes all prior understandings of the parties with respect
to its subject matter. No provision of this Agreement may be waived or modified,
in whole or in part, except by a writing signed by each of the parties. Failure
of any party to enforce any provision of this Agreement shall not be construed
as a waiver of its rights under such or any other provision. No waiver of any
provision of this Agreement in any instance shall be deemed to be a waiver of
the same or any other provision in any other instance.
12. Communications. All notices, consents and other communications
given under this Agreement shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand or by FEDEX or a similar overnight courier
to, (b) five days after being deposited in any United States post office
enclosed in a postage prepaid registered or certified mail envelope addressed
to, or (c) when successfully transmitted by facsimile (with a confirming copy of
such communication to be sent as provided in (a) or (b) above) to, the party for
whom intended, at the address or facsimile number for such party set forth
below, or to such other address or facsimile number as may be furnished by such
party by notice in the manner provided herein; provided, however, that any
notice of change of address or facsimile number shall be effective only upon
receipt.
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If to the Company: If to Pine:
Interep National Radio Sales, Inc. Xx. Xxxxxx X. Xxxx
000 Xxxx Xxxxxx 000 Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Lake Point Tower
Att.: Xx. Xxxxx X. Guild Apartment 258
Fax No.: (000) 000-0000 Xxxxx Xxxx Xxxxx, Xxxxxxx 00000
Fax No.: (000) 000-0000
13. Successors and Assigns. This Agreement shall be binding on,
enforceable against and inure to the benefit of, the parties and their
respective heirs, personal representatives, successors and permitted assigns,
and nothing herein is intended to confer any right, remedy or benefit upon any
other person. Neither party may assign its rights or delegate its obligations
under this personal Agreement without the express written consent of the other,
except that the Company may assign this Agreement to any successor to its
business.
14. Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made and fully to be performed in such state, without giving effect
to conflicts of law principles. The parties hereto submit and consent to the
jurisdiction of the courts in the State of New York, County of New York,
including the Federal Courts located therein, should Federal jurisdiction
requirements exist in any action brought to enforce (or otherwise relating to)
this Agreement
15. Severability and Savings Clause. If any provision of this
Agreement is held to be invalid or unenforceable by any court or tribunal of
competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and such provision shall be carried out as nearly as possible according
to its original terms and intent to eliminate such invalidity or
unenforceability. In this regard, the parties agree that the provisions of
Section 7, including, without limitation, the scope of the territorial and time
restrictions, are reasonable and necessary to protect and preserve the Company's
legitimate interests. If the provisions of Section 7 are held by a court of
competent jurisdiction to be in any respect unreasonable, then such court may
reduce the territory or time to which it pertains or otherwise modify such
provisions to the extent necessary to render such provisions reasonable and
enforceable.
16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17. Construction. Headings used in this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement. References
to Sections and Exhibits are to the sections and exhibits of this Agreement. As
used herein, the singular includes the plural and the masculine, feminine and
neuter gender each includes the others where the context so indicates.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first set forth above.
INTEREP NATIONAL RADIO SALES, INC.
By /s/ Xxxxx X. Guild
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Xxxxx X. Guild
Chairman of the Board
/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
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