EXHIBIT 5
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN
ALL AMERICAN COMMUNICATIONS, INC. AND XXXXXXX X. XXXXXX
This Fifth Amendment to Employment Agreement entered into as of this 1st
day of October, 1997, between All American Communications, Inc. (the "Company")
and Xxxxxxx X. Xxxxxx ("Executive") hereby amends that certain Employment
Agreement, dated February 25, 1991, between the Company and Executive, as
amended by Amendments Nos. 1 through 4 (collectively, the "Employment
Agreement").
Effective as of the date hereof, Section 3.6 of the Employment Agreement is
hereby amended by the addition of the following paragraphs:
Notwithstanding any other provision of this Employment Agreement or
any other agreement between the parties, this Section 3.6 will remain in
effect following the termination of the Term of this Employment Agreement
pursuant to Section 3.2.1.A, in which event the following provisions will
apply:
(a) Company will indemnify Executive for any interest and penalties
payable to any taxing authority resulting from Executive's reporting of the
Noncompetition Payment, as defined in the Agreement Not to Compete of even
date herewith, and any income attributable to options which become vested
pursuant to the second sentence of Section 2.3.3 of this Employment
Agreement (the "Option Payment") in accordance with all provisions of the
Form W-2 provided by the Company.
(b) If Executive receives any inquiry or notice from any taxing
authority with respect to the Option Payment and/or the Noncompetition
Payment, he will notify the Company within five days of receipt of such
inquiry or notice. Company, at its cost, will take such action in response
to such notice, inquiry or further action by such taxing authority as the
Company shall determine and Executive will cooperate with such action by
Company as reasonably requested by Company.
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
ALL AMERICAN COMMUNICATIONS, INC.
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxxx
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Title: Senior Vice President
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
