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EXHIBIT 10.9.2
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") to the Employment
Agreement, dated as of February 14, 1997, between Capstar Broadcasting
Partners, Inc., a Delaware corporation ("Capstar Partners") and R. Xxxxxx Xxxxx
(the "Employment Agreement"), is entered into effective July 8, 1997, by and
among the Company, R. Xxxxxx Xxxxx, and Capstar Broadcasting Corporation, a
Delaware Corporation ("Capstar Broadcasting").
RECITALS:
WHEREAS, the stockholders of Capstar Partners effected an exchange of
all shares of Capstar Partners for all shares of Capstar Broadcasting (the
"Exchange");
WHEREAS, as a result of the Exchange, Capstar Partners become a wholly-
owned subsidiary of Capstar Broadcasting;
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
June 16, 1997, among Capstar Broadcasting, GulfStar Communications, Inc., a
Delaware corporation ("GulfStar"), CBC-GulfStar Merger Sub, Inc., a Delaware
corporation ("Mergeco"), and the securityholders listed therein, GulfStar
merged with and into Mergeco with Mergeco being the surviving corporation (the
"Merger");
WHEREAS, concurrently herewith, R. Xxxxxx Xxxxx' employment agreement
with GulfStar has been terminated;
WHEREAS, in connection with the Exchange and the Merger, the parties to
the Employment Agreement desire to amend the Employment Agreement as provided
herein; 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. As of and after the date hereof, Capstar Partners shall not be a
party to the Employment Agreement. All references in the Employment Agreement
to Capstar Partners shall hereby be deemed, as of and after the date hereof, to
refer to Capstar Broadcasting for all purposes.
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2. Capstar Broadcasting hereby assumes and agrees to perform and
discharge all of the Capstar Partners' duties and obligations under the
Employment Agreement that are to be performed after the date hereof.
3. The first sentence of Section 2(b)(i) shall be amended and
restated in its entirety to read as follows:
During the term of the Executive's employment, the Executive
shall receive an annual base salary ("Annual Base Salary"), which shall
be paid in accordance with the customary payroll practices of the
Company, at least equal to $500,000.
4. The first sentence of Section 2(b)(ix) shall be amended and
restated in its entirety to read as follows:
In addition to any benefits the Executive may receive pursuant to
paragraph 2(b)(iii), as may be determined appropriate by the Board of
Directors of the Company, the Company may, from time to time, grant
Executive stock options (the "Executive Options") exercisable for shares
of capital stock of the Company and subject to the terms of this
Agreement, such Executive Options shall have such terms and provisions
as may be determined appropriate by the Board of Directors of the
Company. Any such Executive Options will be granted under the Company's
1997 Stock Option Plan (the "Stock Option Plan").
5. Except as herein specifically amended or supplemented, the
Employment Agreement shall continue in full force and effect in accordance with
its terms.
6. 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first written above.
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
CAPSTAR BROADCASTING CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX, XX.
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Xxxxxxx X. Xxxxxxxx, Xx.
Executive Vice President
/s/ R. XXXXXX XXXXX
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R. Xxxxxx Xxxxx
