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EXHIBIT 99.2
AGREEMENT
Agreement dated as of January 6, 1999 (the "Agreement") between Xxxxxxx
X. Xxxxxx ("Executive"), Xxxxx Xxxxxx ("Spouse"), Chancellor Media Corporation
(the "Company") and Chancellor Media Corporation of Los Angeles ("Los Angeles").
WHEREAS, the Executive and the Company are parties to an Employment
Agreement, dated as of May 18, 1998, and effective as of April 17, 1998 (the
"Effective Date"), pursuant to which the Company has employed the Executive as
Senior Vice President and Chief Financial Officer of the Company (the
"Employment Agreement");
WHEREAS, the parties desire to terminate the Employment Agreement and
Executive's employment with the Company; and
WHEREAS, the parties desire that certain provisions of the Employment
Agreement remain in full force and effect, as set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants,
agreements, promises set forth herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,
Executive, Spouse, the Company and Los Angeles hereby agree as follows:
1. Termination: The Executive hereby resigns from his employment with
the Company as of the date of this Agreement (the "Termination Date"). Executive
further agrees to and does hereby resign effective as of the Termination Date
from any other appointments or positions which he may hold with the Company or
any of its subsidiaries, including without limitation, his position as an
officer of the Company and each of its subsidiaries. Executive agrees to execute
all further documents which the Company may request of him to effectuate such
resignations.
2. Termination Payment: In connection with such termination of
employment and the execution of this Agreement, as soon as practicable after the
execution and delivery of this Agreement (but not later than one (1) business
day after the date hereof), the Company shall cause to be paid to Executive and
Spouse the one-time cash payment provided for in Section 6(b) of the Employment
Agreement.
3. Grant of Options: In connection with such termination of employment
and the execution of this Agreement, in lieu of all other rights to any grant of
stock options set forth in the Employment Agreement, the Company shall grant to
Executive, effective as of the Termination Date, stock options for 480,000
shares of common stock of the Company, which grant will be made in accordance
with the provisions of Sections 4(c)(ii) and 4(c)(iii) of the Employment
Agreement.
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4. Taxes: The cash payments set forth in paragraph 2, together with any
cash payments to be made pursuant to Section 6(a) of the Employment Agreement
(which section shall survive the execution and delivery of this Agreement as
provided in paragraph 14), shall be subject to applicable federal, state and
local withholding taxes. Executive agrees that, TO THE EXTENT THAT ANY
INDIVIDUAL FEDERAL OR STATE TAXES OF ANY KIND MAY BE DUE AS A RESULT OF ANY SUCH
PAYMENT TO EXECUTIVE, EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR SUCH TAXES AND
WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY IN THE EVENT THERE IS ANY
CLAIM AGAINST THE COMPANY FOR SUCH TAXES. NOTWITHSTANDING THE FOREGOING, THE
COMPANY SHALL REIMBURSE EXECUTIVE, IF APPLICABLE, FOR THE AMOUNT OF ANY EXCISE
TAX IMPOSED ON EXECUTIVE WITH RESPECT TO THE PAYMENT PROVIDED FOR IN PARAGRAPH
2.
5. General Release and Covenant Not to Xxx:
(a) THE EXECUTIVE AND SPOUSE, ON BEHALF OF THEMSELVES, THEIR ATTORNEYS,
HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS (TOGETHER THE "EXECUTIVE PARTIES"),
HEREBY GENERALLY RELEASE AND FOREVER DISCHARGE THE COMPANY, LOS ANGELES AND
THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, ASSIGNS, PARENTS, SUBSIDIARIES AND
AFFILIATES AND THEIR RESPECTIVE PAST AND PRESENT SHAREHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PRINCIPALS, INSURERS AND ATTORNEYS
(TOGETHER THE "COMPANY PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,
SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF
ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR
NOT ACCRUED OR MATURED, WHICH ANY OF THEM MAY HAVE, ARISING OUT OF OR RELATING
TO ANY TRANSACTION, DEALING, RELATIONSHIP, CONDUCT, ACT OR OMISSION, OR ANY
OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING
THE TERMINATION DATE (INCLUDING BUT NOT LIMITED TO ANY CLAIM AGAINST THE COMPANY
PARTIES BASED ON, RELATING TO OR ARISING UNDER WRONGFUL DISCHARGE, BREACH OF
CONTRACT (WHETHER ORAL OR WRITTEN), TORT, FRAUD, DEFAMATION, NEGLIGENCE,
PROMISSORY ESTOPPEL, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, ANY
OTHER CIVIL OR HUMAN RIGHTS LAW, THE AGE DISCRIMINATION IN EMPLOYMENT ACT,
AMERICANS WITH DISABILITIES ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR ANY OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO
EMPLOYMENT OR DISCRIMINATION IN EMPLOYMENT) IN ALL CASES ARISING OUT OF OR
RELATING TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY
OR HIS SERVICES AS AN OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR
OTHERWISE RELATING TO THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED,
HOWEVER, THAT SUCH GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) EXECUTIVE'S
RIGHTS UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SECTION 6(a) OF THE
EMPLOYMENT AGREEMENT AND THE OTHER PROVISIONS OF THE EMPLOYMENT AGREEMENT THAT
ARE INCORPORATED HEREIN), (II) EXECUTIVE'S RIGHTS TO INDEMNIFICATION FROM THE
COMPANY IN RESPECT OF HIS SERVICES AS AN OFFICER OR DIRECTOR OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES AS
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PROVIDED BY LAW OR THE CERTIFICATES OF INCORPORATION OR BY-LAWS (OR LIKE
CONSTITUTIVE DOCUMENTS) OF THE COMPANY OR ANY SUBSIDIARY THEREOF, OR (III)
EXECUTIVE'S CONTRACTUAL RIGHTS UNDER ANY STOCK OPTION AGREEMENT THAT IS IN
EFFECT WITH RESPECT TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE PRIOR
TO THE TERMINATION DATE. THE EXECUTIVE AND SPOUSE, ON BEHALF OF THEMSELVES AND
THE EXECUTIVE PARTIES, HEREBY COVENANT FOREVER NOT TO ASSERT, FILE, PROSECUTE,
COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION
WITH THE FOREGOING), ANY COMPLAINT OR LAWSUIT OR ANY LEGAL, EQUITABLE OR
ADMINISTRATIVE PROCEEDING OF ANY NATURE, AGAINST ANY OF THE COMPANY PARTIES IN
CONNECTION WITH ANY MATTER RELEASED IN THIS PARAGRAPH 5, AND REPRESENT AND
WARRANT THAT NO OTHER PERSON OR ENTITY HAS INITIATED OR, TO THE EXTENT WITHIN
HIS CONTROL, WILL INITIATE ANY SUCH PROCEEDING ON THEIR BEHALF.
(b) THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUBSIDIARIES,
HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES THE EXECUTIVE PARTIES FROM ANY
AND ALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES,
ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND
AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED, WHICH ANY OF
THEM MAY HAVE, ARISING OUT OF OR RELATING TO ANY TRANSACTION, DEALING,
RELATIONSHIP, CONDUCT, ACT OR OMISSION, OR ANY OTHER MATTERS OR THINGS OCCURRING
OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE TERMINATION DATE (INCLUDING
BUT NOT LIMITED TO ANY CLAIM BASED ON, RELATING TO OR ARISING UNDER BREACH OF
CONTRACT, TORT, FRAUD, DEFAMATION, ANY OTHER CIVIL OR HUMAN RIGHTS LAW, OR ANY
OTHER FEDERAL, STATE OR LOCAL LAW RELATING TO EMPLOYMENT OR DISCRIMINATION IN
EMPLOYMENT) IN ALL CASES ARISING OUT OF OR RELATING TO THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY OR INVESTMENT IN THE COMPANY OR HIS SERVICES AS AN
OFFICER OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, OR OTHERWISE RELATING TO
THE TERMINATION OF SUCH EMPLOYMENT OR SERVICES; PROVIDED, HOWEVER, THAT SUCH
GENERAL RELEASE WILL NOT LIMIT OR RELEASE (I) THE COMPANY'S RIGHTS UNDER THIS
AGREEMENT (INCLUDING BUT NOT LIMITED TO THE PROVISIONS OF THE EMPLOYMENT
AGREEMENT THAT ARE INCORPORATED HEREIN), (II) THE COMPANY'S RIGHTS AGAINST
EXECUTIVE WITH RESPECT TO ANY FRAUDULENT OR CRIMINAL ACTIVITY, (III) THE
COMPANY'S RIGHTS UNDER ANY STOCK OPTION AGREEMENT THAT IS IN EFFECT WITH RESPECT
TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE PRIOR TO THE TERMINATION
DATE; OR (IV) THE COMPANY'S RIGHTS AGAINST EXECUTIVE RESPECTING THE REPAYMENT OF
ANY LOAN OWING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES BY EXECUTIVE IN
ACCORDANCE WITH THE TERMS OF SUCH LOAN. THE COMPANY, ON BEHALF OF ITSELF AND THE
COMPANY PARTIES, HEREBY COVENANTS FOREVER NOT TO ASSERT, FILE, PROSECUTE,
COMMENCE, INSTITUTE (OR SPONSOR OR PURPOSELY FACILITATE ANY PERSON IN CONNECTION
WITH THE FOREGOING), ANY COMPLAINT OR LAWSUIT OR ANY LEGAL, EQUITABLE OR
ADMINISTRATIVE PROCEEDING OF ANY NATURE, AGAINST ANY OF THE EXECUTIVE PARTIES IN
CONNECTION WITH ANY MATTER RELEASED IN THIS
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PARAGRAPH 5, AND REPRESENTS AND WARRANTS THAT NO OTHER PERSON OR ENTITY HAS
INITIATED OR, TO THE EXTENT WITHIN THEIR CONTROL, WILL INITIATE ANY SUCH
PROCEEDING ON THEIR BEHALF.
6. Non-Disparagement:
(a) Executive and Spouse shall not, directly or indirectly, make or
cause to be made and shall cause the officers, directors, employees, agents and
representatives of any entity or person controlled by Executive or Spouse not to
make or cause to be made, any disparaging, denigrating, derogatory or other
negative or false statement orally or in writing to any person or entity about
the Company, any holder of 7 1/2% or more of any class of the Company's voting
stock, its or their respective parents, subsidiaries or affiliates, its or their
respective executive officers or members of its or their Boards of Directors, or
the business strategy or plans, policies, practices or operations of the
Company, of any holder of 7 1/2% or more of any class of the Company's voting
stock, or of its or their respective parents, subsidiaries or affiliates.
(b) The Company and Los Angeles shall not, directly or indirectly, make
or cause to be made and shall cause the officers, directors, employees, agents
and representatives of any entity or person controlled by the Company or Los
Angeles not to make or cause to be made, any disparaging, denigrating,
derogatory or other negative or false statement orally or in writing to any
person or entity about Executive.
7. Standstill: Executive agrees that, for a period of two years from
the date of this Agreement, neither Executive, Spouse nor any of Executive's or
Spouse's affiliates will (or will cause or assist others to), without the prior
written consent of the Company or its Board of Directors: (i) acquire, offer to
acquire, or agree to acquire, directly or indirectly, by purchase or otherwise,
any voting securities or direct or indirect rights to acquire any voting
securities of and issued by, the Company or any parent or subsidiary thereof, or
of any Successor (as defined below), or any assets of the Company or any parent
or subsidiary or division thereof or of any such Successor, which may be
outstanding on the date hereof or subsequently issued during such three year
period (except pursuant to the exercise of stock options already granted, or to
be granted in accordance with this Agreement, to Executive); (ii) make or any in
way participate in, directly or indirectly, any "solicitation" of "proxies" (as
such terms are used in the rules of the Securities Exchange Commission) to vote,
or seek to advise or influence any person or entity with respect to the voting
of, any voting securities of the Company (or any parent or subsidiary thereof);
(iii) make any public announcement with respect to, or submit a proposal for, or
offer of (with or without conditions) any extraordinary transaction involving
the Company (or any parent or subsidiary thereof) or its (or their) securities
or assets; (iv) form join or in any way participate in a "group" (as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in
connection with any of the foregoing; (v) otherwise act, alone or in concert
with others, to seek control or influence the management, Board of Directors or
policies of the Company (or any parent or subsidiary thereof); (vi) disclose any
intention, plan or arrangement inconsistent with the foregoing; (vii) advise,
assist or encourage any other persons in connection with any
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of the foregoing, or (viii) contact, discuss, make comments to or otherwise
provide information to any analysts, major stockholders (other than Xxxxx
XxXxxxxx), reporters or other members of the media respecting the Company (or
its parents or subsidiaries), or its (or their) plans. Executive and Spouse also
agree during such period not to request the Company or any of its
representatives, directly or indirectly, to amend or waive any provision of this
paragraph (including this sentence) or take any action which might require the
Company to make a public announcement regarding the possibility of an
extraordinary transaction involving the Company or its securities or assets.
Notwithstanding the foregoing, Executive and Spouse shall be entitled to receive
and own all securities distributed in respect of, or issued in exchange for any
voting securities owned by them which were not acquired in violation of this
Agreement. As used herein, "Successor" shall mean any entity which in a
transaction succeeds to substantially all of the Company's assets or which
acquires substantially all of its stock so long as, in either case, holders of a
majority of the Company's voting securities immediately prior to such
transaction beneficially own a majority of the voting securities of such entity
immediately thereafter.
8. Cooperation: Executive agrees to cooperate with the Company as
reasonably directed by the Company by responding to questions, depositions,
administrative proceedings and court hearings, executing documents, and
cooperating with the Company and its accountants and legal counsel with respect
to business issues, and/or claims and litigation of which he has personal or
corporate knowledge. Executive further agrees, except as required by subpoena or
other applicable legal process (after the Company has been given reasonable
notice and opportunity to seek relief from such requirement), to maintain, in
strict confidence, any information of which he has knowledge regarding current
and/or future claims, administrative proceedings and litigation. Executive
agrees, except as required by subpoena or other applicable legal process (after
the Company has been given reasonable notice and opportunity to seek relief from
such requirement), not to communicate with any party(ies), their legal counsel
or others adverse to the Company in any such claims, administrative proceedings
or litigation except through the Company's designated legal counsel. Executive
also shall make himself available at reasonable times and upon reasonable notice
to answer questions or provide other information within his possession and
requested by the Company relating to the Company, its subsidiaries and/or their
respective operations in order to facilitate the smooth transition of
Executive's duties to his successor. The Company shall reimburse Executive for
any documented out-of-pocket expenses, including but not limited to reasonable
legal fees, reasonably incurred by Executive in complying with this paragraph 8.
To the extent Executive's services are required pursuant to this paragraph 8 for
any extended period, the Company will pay to Executive a per diem amount
calculated based on Executive's annual base salary in effect immediately prior
to the Termination Date.
9. Mail: The Company may open and answer, and authorize others to open
and answer, all mail, communications, and other correspondence addressed to
Executive relating to the Company, Los Angeles or any of their respective
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subsidiaries or to Executive's employment with the Company, Los Angeles or any
of their respective subsidiaries, and Executive shall promptly refer to the
Company all inquiries, mail, communications, and correspondence received by him
relating to the Company, Los Angeles or any of their respective subsidiaries or
to Executive's employment with the Company, Los Angeles or any of their
respective subsidiaries. If any such mail, communications or correspondence
received by the Company includes any threat of any claim against Executive
personally, the Company shall promptly notify Executive thereof. The Company
will promptly forward to Executive any of Executive's personal mail,
communications or correspondence received by the Company, unopened to the extent
it is reasonably ascertained to be of a personal nature.
10. Notices: Any notice required or permitted by this Agreement shall
be in writing, sent by registered or certified mail, return receipt requested,
addressed to the Board of Directors, the Company and Los Angeles at the
Company's then principal office, or to the Executive at the address set forth on
the signature page hereof, as the case may be, or to such other address or
addresses as any party hereto may from time to time specify in writing for the
purpose in a notice given to the other parties in compliance with this paragraph
10. Notices shall be deemed given when received.
11. Certain Acknowledgments: Executive and Spouse acknowledge that
before entering into this Agreement they have had the opportunity to consult
with any attorney or other advisor of their choice, and have done so, and have
not relied in connection herewith on legal counsel for the Company. Executive
and Spouse acknowledge that they have entered into this Agreement of their own
free will, that no promises or representations have been made to them by any
person to induce them to enter into this Agreement other than the terms
expressly set forth herein.
12. Authorization By The Company: The Company represents and warrants
to Executive that (i) it has the corporate power and authority to enter into
this Agreement and to carry out its respective obligations hereunder; (ii) the
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of the Company; and (iii) this Agreement is
a valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, and other laws now or
hereafter in effect relating to the enforcement of creditors' rights generally.
13. Prior Agreements: WITH THE EXCEPTION OF CERTAIN PROVISIONS OF THE
EMPLOYMENT AGREEMENT TO WHICH PARAGRAPH 14 OF THIS AGREEMENT SPECIFICALLY REFERS
AND THE PROVISIONS OF ANY STOCK OPTION AGREEMENT THAT IS IN EFFECT WITH RESPECT
TO STOCK OPTIONS THAT HAVE BEEN GRANTED TO EXECUTIVE ON OR BEFORE THE
TERMINATION DATE, this Agreement integrates the whole of all agreements and
understandings of any sort or character between the parties concerning the
subject matter of this Agreement and any other dealings between the parties, and
supersedes all prior negotiations, discussions, or agreements of any sort
whatsoever relating to the subject matter hereof, or any claims
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that might have ever been made by one party against any opposing party to this
Agreement. There are no representations, agreements, or inducements except as
set forth expressly and specifically in this Agreement. Further, all prior
employment contracts, if any, between the parties are superseded by this
Agreement. THERE ARE NO UNWRITTEN, ORAL, OR VERBAL UNDERSTANDINGS, AGREEMENTS,
OR REPRESENTATIONS OF ANY SORT WHATSOEVER, IT BEING STIPULATED THAT THE RIGHTS
OF THE PARTIES SHALL BE GOVERNED EXCLUSIVELY BY THIS AGREEMENT.
14. Survival of other Employment Agreement Provisions: The provisions
of Employment Agreement Sections 4(a) and 4(b) (insofar as provisions of the
foregoing are applicable with respect to termination benefits to Executive
pursuant to Section 6(a) of the Employment Agreement), 4(c)(ii) and 4(c)(iii)
(insofar as they relate to the stock options to be granted to Executive pursuant
to paragraph 3), 6(a), 6(b), 7(a), 7(b), 7(d), 7(e), 8, 12, 13, 15, 16 and 17
are incorporated herein by reference, shall survive the Termination Date and
shall continue in full force and effect. Except as specifically described
herein, all of Executive's rights and obligations under the Employment Agreement
are extinguished upon the effectiveness of this Agreement. Notwithstanding the
foregoing, (i) the provisions of Section 7(b) of the Employment Agreement will
apply only through the second anniversary of the Effective Date (rather than
through the Expiration Date) and (ii) the parties agree that the Annual Bonus
(as defined in the Employment Agreement) payable to Executive pursuant to
Section 4(b) of the Employment Agreement for 1998 shall be $2,000,000, (iii)
Executive will be reimbursed by the Company for up to $70,000 for his purchase
of an automobile (reduced by any amount previously reimbursed or otherwise paid
by the Company on or after the Effective Date to or on behalf of Executive for
an automobile), (iv) Executive will be paid (in lieu of club dues) an amount
equal to $500 per month (prorated for partial months) for the period from the
Effective Date to the Termination Date, (v) to the extent allowed by law, the
Company will continue to provide health coverage to Executive and his covered
dependents (or, if not so permitted, will reimburse Executive for his COBRA
payments with respect thereto) for a period of six months following the
Termination Date and (vi) the Company will reimburse Executive for reasonable
legal fees in connection with the negotiation of this Agreement.
15. Modification: This Agreement may not be modified or amended except
in writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived except in writing by the party charged with waiver. A
waiver shall operate only as to the specific term or condition waived and will
not constitute a waiver for the future or act on anything other than that which
is specifically waived.
16. Material Breach.
[Intentionally Omitted.]
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17. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which, together
shall constitute one and the same instrument. Any counterpart of this Agreement
that has attached to it separate signature pages which together contain the
signature of all parties hereto shall for all purposes be deemed a fully
executed original. Facsimile signatures shall constitute original signatures.
18. Successors and Assigns: All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective successors and permitted assigns. Neither this Agreement
nor any rights or obligations hereunder may be assigned by the Executive, other
than by will or the laws of descent or distribution.
19. Severability: All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained herein is held to
be invalid or unenforceable in any respect, in whole or in part, such finding
shall in no way affect the validity or enforceability of any other provision of
this Agreement. The parties hereto further agree that any such invalid or
unenforceable provision shall be deemed modified so that it shall be enforced to
the greatest extent permissible under law, and to the extent that any court or
arbitrator of competent jurisdiction determines any restriction herein to be
unreasonable in any respect, such court or arbitrator may limit this Agreement
to render it reasonable in the light of the circumstances in which it was
entered into and specifically enforce this Agreement as limited.
20. Indemnification: EXECUTIVE AND SPOUSE AGREE, WARRANT, AND REPRESENT
TO THE COMPANY THAT EXECUTIVE AND SPOUSE HAVE FULL EXPRESS AUTHORITY TO SETTLE
ALL CLAIMS AND DEMANDS THAT ARE THE SUBJECT OF PARAGRAPH 5 OF THIS AGREEMENT AND
THAT NEITHER EXECUTIVE NOR SPOUSE HAS GIVEN OR MADE ANY ASSIGNMENT TO ANYONE,
INCLUDING EXECUTIVE'S OR SPOUSE'S FAMILY OR LEGAL COUNSEL, OF ANY CLAIMS AGAINST
ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY OR ANY COMPANY PARTIES. TO THE
EXTENT THAT ANY CLAIM RELATED TO THIS AGREEMENT MAY BE BROUGHT BY PERSONS OR
ENTITIES CLAIMING BY, THROUGH, OR UNDER EXECUTIVE, SPOUSE, THEIR RESPECTIVE
HEIRS, SUCCESSORS, OR ASSIGNS, THEN EXECUTIVE FURTHER AGREES TO INDEMNIFY,
DEFEND, AND HOLD HARMLESS THE COMPANY OR ANY COMPANY PARTY, ITS AGENTS, AND ITS
SUCCESSORS FROM ANY LAWSUIT, JUDGMENT, OR SETTLEMENT ARISING FROM SUCH CLAIMS.
EXECUTIVE AND SPOUSE FURTHER HEREBY ASSIGN TO THE COMPANY ALL CLAIMS AND CAUSES
OF ACTION COVERED BY PARAGRAPH 5.
21. Injunction: Executive and Spouse hereby expressly acknowledge that
any breach or threatened breach by either of them of any of their obligations
set forth in paragraph 6 (Non-Disparagement), paragraph 7 (Standstill), or any
breach or threatened breach by Executive of Sections 7(a) or 7(b) of the
Employment Agreement (the provisions of which shall survive the execution and
delivery of this Agreement and which are incorporated herein), may result in
significant and continuing injury and
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irreparable harm to the Company and Los Angeles, the monetary value of which
would be impossible to establish. Therefore, Executive and Spouse agree that the
Company and Los Angeles shall be entitled to injunctive relief in a court of
appropriate jurisdiction with respect to such provisions. The Company hereby
expressly acknowledges that any breach or threatened breach by it of any of its
obligations set forth in paragraph 6 (Non-Disparagement) may result in
significant and continuing injury and irreparable harm to Executive and Spouse,
the monetary value of which would be impossible to establish. Therefore, the
Company agrees that Executive and Spouse shall be entitled to injunctive relief
in a court of appropriate jurisdiction with respect to such provision.
Attorneys' fees with respect to any action seeking injunctive relief shall be
paid by the party against whom such relief is sought (if such action is
successful) or by the party seeking such relief (if such action is
unsuccessful). The parties further agree that this provision is a material
inducement to each of the parties entering into this Agreement.
22. Facility of Payment: All cash payments to be made by the Company to
or on behalf of Executive hereunder shall be an obligation of and made by Los
Angeles.
23. Choice of Law: This Agreement, including but not limited to the
provisions of the Employment Agreement that are incorporated herein, shall be
governed by and construed in accordance with the laws of the State of New York
(without giving effect to principles of conflict of laws).
24. Return of Documents: Executive agrees that he will return to the
Company, not later than 24 hours following the execution of this Agreement, all
originals and all copies of documents, notes, computer discs, tapes or other
tangible information of any sort which he has in his possession or under his
custody or control that is the property of the Company or any of its
subsidiaries or that relate in any manner to his duties at the Company, which is
not otherwise available to the public, and will not retain any copies of such
matter. The materials required to be returned pursuant to this paragraph 24
shall not include personal correspondence that does not relate to the Company,
its subsidiaries or any of its businesses.
25. No Right to Additional Compensation: Except as expressly provided
in this Agreement, neither the Company, Los Angeles or any of their respective
predecessors, successors, assigns or affiliates shall have any further
obligation to Executive or Spouse in connection with the Employment Agreement or
Executive's employment by the Company, Los Angeles or any of their respective
subsidiaries, including but not limited to severance, compensation (including
but not limited to deferred compensation, employment contracts, stock options,
bonuses and commissions), health insurance, life insurance, disability
insurance, club dues, vehicle allowances, vacation pay, sick pay and any similar
obligations.
26. No Admission: The parties agree that by entering into this
Agreement, no party admits to having engaged in any unlawful, wrongful or
unconscionable conduct, any such conduct being expressly denied.
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27. Construction: The parties agree that this Agreement was negotiated
by the parties and shall not be construed against any party.
28. Arbitration: Except with respect to the provisions of this
Agreement relating to equitable relief, the parties agree to submit to binding
arbitration administered by the American Arbitration Association ("AAA") under
its National Rules for Resolution of Employment Disputes (the "Arbitration") any
and all disputes related to or arising from Executive's employment with the
Company, the Employment Agreement or this Agreement. The Arbitration panel shall
consist of three neutral arbitrators qualified to hear employment/labor matters.
Each party shall be responsible for its respective costs and attorneys' fees
incurred in connection with the Arbitration, and the Arbitration fees shall be
divided equally between the Executive, on the one hand, and the Company and Los
Angeles, on the other hand. The decision of the Arbitration panel shall be
binding on the parties and not subject to appeal. Except to the extent required
by law, the Arbitration result shall be kept confidential.
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IN WITNESS WHEREOF, the Company and Los Angeles have caused this
Agreement to be executed in their respective corporate names by an officer
thereof thereunto duly authorized, and Executive and Spouse have hereunto set
their hands, as of the day and year first above written.
CHANCELLOR MEDIA CORPORATION
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
Address: 0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxx 00000
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
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