1
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") to the Employment
Agreement, dated as of July 1, 1997 (the "Employment Agreement"), between
Capstar Broadcasting Corporation, a Delaware corporation ("Capstar
Broadcasting"), and Xxxxxxx X. Xxxxxxxx, Xx. (the "Executive"), as assigned to
and assumed by Capstar Employee Management Company, Inc., a Delaware
corporation and subsidiary of Capstar Broadcasting (the "Company"), on January
1, 1998, is entered into effective as of August 26, 1998, by and between the
Company and the Executive, and is joined in by Capstar Broadcasting.
RECITALS:
WHEREAS, in contemplation of the consummation of the merger (the
"Merger") of Chancellor Media Corporation with and into CBC Acquisition
Company, Inc., a Delaware corporation and wholly-owned subsidiary of Capstar
Broadcasting, the parties hereto desire to amend the terms and provisions of
the Employment Agreement as hereinafter set forth;
WHEREAS, the Merger shall become effective upon the filing of a
certificate of merger in connection with the Merger with the Secretary of State
of the State of Delaware, or at such later time specified in such certificate
of merger (the "Effective Time"); and
WHEREAS, any capitalized term used herein, and not otherwise defined
herein, shall have the meaning set forth in the Employment Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing and the agreements
herein contained, the parties hereto covenant and agree as follows:
1. Notwithstanding the terms of the Employment Agreement, (a) the
Executive's employment shall be deemed terminated by the Executive for Good
Reason, effective as of the close of business on the date of the Effective
Time, (b) the Company waives any and all notice requirements by the Executive
relating to his deemed termination of employment for Good Reason, including,
but not limited to, the Executive's notice obligation pursuant to Section 3(c)
of the Employment Agreement, (c) the Company shall have no right or opportunity
to remedy the facts and circumstances contituting Good Reason for the
Executive's deemed termination of employment provided hereby, and (d) the
Executive's Date of Termination shall be the date of the Effective Time.
2. Effective as of the Effective Time, Section 4(a)(iii) of the
Employment Agreement shall be amended and restated in its entirety to read as
follows:
(iii) Notwithstanding the terms or conditions of any Executive
Option or other similar stock option, stock appreciation right or
similar agreements between the Company and the Executive, the
Executive shall vest, as of the Date of Termination, in all rights
under such agreements (i.e., Executive Options that would otherwise
vest after the Date of Termination) and thereafter shall be permitted
to exercise any and all such rights until the expiration of such
Executive Option, stock option, stock appreciation right or similar
agreement pursuant to its terms without regard to any termination of
employment provisions contained therein.
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3. Effective as of the Effective Time, all notices and other
communications to the Executive under the Employment Agreement shall be
addressed as follows:
Xxxxxxx X. Xxxxxxxx, Xx.
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4. Except as herein specifically amended or supplemented, the
Employment Agreement shall continue in full force and effect in accordance with
its terms.
5. This First Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment effective as of the date first written above.
COMPANY:
CAPSTAR EMPLOYEE MANAGEMENT COMPANY, INC.
By:
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Name:
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Title:
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EXECUTIVE:
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Xxxxxxx X. Xxxxxxxx, Xx.
CAPSTAR BROADCASTING:
CAPSTAR BROADCASTING CORPORATION
By:
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Name:
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Title:
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