EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 10th day of April, 1995,
by and between WESTWOOD ONE RADIO NETWORKS, INC., a Delaware corporation
(hereinafter referred to as "Westwood" or "Company") and Xxxx Xxxxxxx
(hereinafter referred to as "Employee").
1. EMPLOYMENT
Westwood hereby engages and employs Employee to render services to
Westwood as President of Company's Westwood One Radio Networks Division,
in which capacity Employee shall render such services as are customarily
rendered by and required by such a position. Westwood further engages and
employs Employee to render services exclusively for Westwood. Employee
shall report directly to the Company's CEO.
2. TERM OF EMPLOYMENT
The term of this Employment Agreement shall commence on April 10, 1995,
and shall continue for a period of two (2) years from such date (the
"Term") in accordance with the provisions hereof. This Agreement may be
terminated earlier by Company at any time pursuant to Section 7 below.
3. COMPENSATION
Westwood agrees to pay and Employee agrees to accept during the Term of
this Agreement the following:
A. During the period beginning April 10, 1995 and ending April 9,
1996, the sum of Three Hundred Fifty Thousand Dollars
($350,000.00) as base salary, payable in accordance with
Company's standard payroll procedures.
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B. During the period beginning April 10, 1996 and ending April 9,
1997, the sum of Four Hundred Thousand Dollars ($400,000.00) as
base salary, payable in accordance with Company's standard
payroll procedures.
C. Employee shall be entitled to an annual bonus equal to one-third
(1/3) of Employee's base salary in the event that Company's Radio
Networks Division meets pre-determined cash flow objectives for
each of Company's fiscal years (1995 and 1996) during the term of
this Employment Agreement. Such bonus shall be payable only if
Employee is employed by Company, pursuant to the terms of this
Agreement, as of December 31st of each year. The annual bonus and
the cash flow objectives are subject to approval by the CEO.
4. BENEFITS
Employee shall receive all the benefits currently available to senior
executives of Westwood. Employee recognizes the right of Westwood to
change, amend or terminate any of the aforementioned employee benefit
programs at any time. Westwood will also provide Employee with a
$650,000.00 life insurance policy above and beyond the life insurance
policy currently available to Employee under Westwood's benefit programs;
provided that Employee is insurable as determined by Westwood's insurance
provider or provider's designee. Employee shall be entitled to One
Thousand Dollars ($1,000.00) per month for reasonable business related
expenses for transportation and parking. Employee shall also be eligible
for a grant of stock options to purchase the Company's common stock. The
amount of stock options, if any, will be awarded based on Employees
performance, which will be determined by the Compensation Committee of the
Board of Directors upon recommendation of the CEO of the Company.
5. REIMBURSEMENT FOR EXPENSES
The Company shall reimburse the Employee for all reasonable,
receiptsupported, business expenses incurred by him in accordance with
Company policies in effect, from time to time, upon his submission of all
necessary expense reports requested by the Company. It is understood by
the parties that for medical reasons, the Company will allow Employee to
fly "First Class" on all pre-approved business trips.
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6. NON-COMPETITION/UNFAIR COMPETITION
During the term of this Agreement, Employee shall not knowingly, directly
or indirectly, engage or participate in any business that is in
competition with any business of Westwood. The foregoing obligation of
Employee not to compete with Westwood shall not prohibit Employee from
owning or purchasing any corporate securities of any corporation that are
regularly traded on a recognized stock exchange or over-the-counter market
so long as Employee does not own, in the aggregate, five percent (5%) or
more of the voting equity securities of any such corporation.
Westwood treats certain information, including, but not limited to,
information about its radio stations, affiliated radio stations, marketing
programs, or radio programs, as confidential information (the
"Confidential Information"). Employee acknowledges and agrees that, during
or after the term of his employment, the sale or unauthorized use or
disclosure of any Confidential Information obtained by him during his
employment with Westwood constitute unfair competition. Employee promises
and agrees not to engage in unfair competition with Westwood during, or
after, the term of this Agreement.
7. TERMINATION
A. TERMINATION FOR CAUSE, Westwood may terminate this Agreement for
cause, as hereinafter defined, with or without notice, at any
time. If Employee is terminated for cause, he shall be entitled
to compensation which has accrued up to the date of termination,
but Employee shall not be entitled to any severance or other
payment whatsoever. The term "Cause" as used herein shall
include, but not be limited to, the following: (1) the continued
incapacity for thirteen (13) weeks or more of Employee to perform
Employee's duties under this Agreement. The term "incapacity"
shall mean any physical, mental or other disability rendering
Employee incapable of fully performing the services required to
be performed by him hereunder; (2) willful, habitual, or
substantial neglect of duties by Employee; (3) any material
breach of this Agreement; (4) dishonesty; (5) theft: (6) use or
possession of illegal drugs during working hours; (7) use of
alcohol during working hours (except for moderate consumption of
alcohol during business entertainment in the discharge of
Employee's duties); (8) unethical business conduct; (9)
negligence in the performance of duties likely to cause or
actually causing personal injury or property damage; (10)
excessive absenteeism or tardiness; and (11) Employee's failure
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or refusal to perform the services required of Employee under
this Agreement for a period of two (2) or more days for reasons
other than vacation, illness, accident, injury, incapacity or
authorized leave of absence.
If at any time Employee fails to perform fully any one or more of
the obligations hereunder, or in the event of breach by Employee
of any representation, warranty, term, obligation or condition of
this Agreement, Westwood shall have the right at its sole option,
in addition to the rights set forth in this Agreement and any
other right at law or in equity, (i) to discipline employee, by
suspension from work and/or suspension or reduction in pay or
otherwise and/or; (ii) to withhold such amount as may be
appropriate from any compensation due or to be due to Employee,
to reimburse Westwood for any damages, direct or indirect,
(Including, but not limited to, reasonable legal fees and other
expenses) which Employee's failure and/or breach has caused
and/or; (iii) extend the Term of this Agreement for a period
equal to that of the non-performance.
B. Westwood may terminate this Agreement without cause, for any
reason, at its discretion, upon written notice to Employee. In
such an event, Company, at its option, shall pay Employee an
amount equal to the lessor of fifty-two (52) weeks of Employee's
base salary, or the remaining period of this Agreement, payable
as and when such base salary would have been due had Employee
continued to render services. Section 6 of this Agreement shall
apply so long as Employee continues to receive the base salary.
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C. The Company may also immediately terminate this Agreement in the
event of the death of the Employee or if he becomes disabled,
which is defined as the Employee not being able to perform his
regular duties hereunder for a period of three (3) consecutive
months.
8. RESTRICTIVE COVENANTS
A. RIGHT OF FIRST REFUSAL If Employee receives or makes a bona fide
offer from or to a third party to engage Employee's services in
the network or syndicated radio industry upon termination or
expiration of the Term, thereby preventing the extension or
renewal of this Agreement, Employee agrees that he will not
accept such offer or enter into such an arrangement before
notifying the Company of all the terms upon which such offer has
been made. Notice to the Company of any such bona fide offer must
be in writing and must set forth all substantial and material
details of the offer, the identity of the offerer and offeree and
must include the offeree's written acknowledgment of the
willingness to accept such offer. Upon notification, the Company
shall have two (2) weeks in which to elect to engage Employee's
services upon at least the same monetary terms offered by such
other party. Company shall not be required to match any
non-monetary terms of such offer.
If the Company does not match any offer of which Employee duly
notifies the Company and the offeree does not thereafter accept
such offer, the terms of this paragraph shall apply to any
subsequent offer received by or made by Employee.
B. COVENANT NOT TO COMPETE Upon the termination of Employee's
employment under this agreement for cause, Employee agrees that
for a period of ninety (90) days from the date of termination,
Employee will not enter into any employment or other agreement,
directly or indirectly, with any person or entity who is a direct
or indirect competitor of Company in the network or syndicated
radio industry, or reveal in any manner, any information
concerning the Company's operations. This provision will not
apply if Employee is terminated without cause.
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C. RENEWAL Thirteen weeks prior to the expiration of this Agreement,
the Company and Employee will enter into negotiations to extend
the terms of this Agreement. If Company determines not to renew,
Employee will receive a severance amount equal to thirteen (13)
weeks of Employee's base salary compensation and the date of
termination will be the expiration date of this Agreement. This
provision does not apply if Company's decision not to renew was
based on declining to match a bona fide offer as set forth in
Section 8.A above.
9. NOTICES
All notices which any party may be required or may desire to give under or
in connection with this Agreement shall be in writing and shall be sent
either: (i) by personal delivery or reputable overnight courier, in which
case the notice shall be deemed received upon the earlier of actual
receipt as evidence by the records of such delivery service or courier, or
one (1) business day after deposit with such delivery service or courier;
or (ii) by certified United States mail, return receipt requested, postage
prepaid, in which case the notice shall be deemed received on the earlier
of actual receipts or three (3) business days after deposit in the United
States mail; or (iii) by telecopy or facsimile transmission, in which case
the notice shall be deemed received upon confirmation of such
transmission. All notices shall be delivered as follows:
To Employee: Xxxx Xxxxxxx
Xxx Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
If To Employer: Xxx Xxxxxxxx
Westwood One Radio Networks, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx
FAX: (000) 000-0000
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Any party may change its address for purposes of this Section by giving
the other party written notice of the new address in the manner set forth
above.
10. ASSIGNMENT
The Company shall have the right to assign this Agreement, in whole or in
part, to any person or entity who succeeds to ownership of Company or to
any of the Company's affiliated entities or to any other party provided,
however, that no such assignment shall relieve the Company of any
obligations hereunder. Employee agrees and acknowledges that he may not
assign this Agreement or any of his rights hereunder under any
circumstances.
11. MISCELLANEOUS
A. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as
a waiver of any subsequent breach by that party. No waiver shall
be valid unless in writing, executed by the party or its duly
authorized representative.
B. This Agreement and all rights, obligations and liabilities
arising under it shall be construed and enforced in accordance
with the laws of the State of New York.
C. Any provision in this Agreement which may be prohibited by law
shall be ineffective to the extend of such prohibition without
invalidating the remaining provisions of this Agreement.
D. The parties mutually acknowledge that this Agreement constitutes
the complete and exclusive statement of the agreement between
them in regards to their employment relationship, and supersedes
any prior proposals, commitments, or representations of any
kinds, whether oral or written, with respect to such
relationship.
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E. This Agreement may be amended only by an instrument in writing
executed by the parties or their duly authorized representatives.
F. The parties hereby agree that the headings contained in this
Agreement are for reference only and are not intended to form
part of the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
WESTWOOD ONE Xxxx Xxxxxxx
RADIO NETWORKS, INC.
"WESTWOOD" "EMPLOYEE"
By:/s/XXX XXXXXXXX By:/s/XXXX XXXXXXX
--------------------- ---------------------
Xxx Xxxxxxxx Xxxx Xxxxxxx
0000 Xxxxxxxx Xxx Xxxxxxxxxx Xxxx
Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000
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