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Exhibit 10.5
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is
made and entered into on May 31, 1996, by and between KTNQ/KLVE, INC., a
California corporation ("Employer") and XXXXXXX XXXXXX, an individual
("Executive"), with reference to the following facts:
A. Employer and Executive entered into an Employment
Agreement dated January 31, 1994 (the "Agreement").
B. The parties now desire to amend the Agreement on the
terms and conditions contained herein.
The parties hereto hereby agree as follows:
1. Exhibit A of the Agreement is deleted in its entirety
and replaced by Exhibit A attached hereto.
2. Section 10.3 of the Agreement is deleted in its
entirety and replaced by the following Section 10.3:
"10.3 Should Employer terminate this Agreement for reasons
other than those specified in Section 10.1 herein, Executive shall be entitled
to the present value of all of the remaining Base Salary and Cash Incentive
Compensation payable hereunder for the full remainder of the Term of this
Agreement, to be paid in a single sum. For purposes of calculating Cash
Incentive Compensation, it shall be assumed that the difference between actual
Broadcast Cash Flow and Projected Broadcast Cash Flow (as defined in Exhibit
"A") for each fiscal year and the Four Month Period (as defined in Exhibit "A")
shall equal the difference between the actual Broadcast Cash Flow and the
Projected Broadcast Cash Flow for the fiscal year of the Employer ending
immediately preceding the date of termination and it shall be assumed each
quarterly bonus would be earned only if such bonus was earned for the quarter
immediately preceding the date of termination. The present value calculation
shall assume interest at the prime rate (as published in the Wall Street
Journal) for the first business day of the month in which the termination is
effective."
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3. The first sentence of Section 11.1.2 is amended by
adding "and any unpaid Cash Incentive Compensation for quarters preceding the
quarter in which such termination becomes effective," immediately after
"effective," and before "but shall".
4. Clause (b) of Section 13.2 is deleted in its entirety
and replaced by the following new clause (b):
"(b) unpaid Cash Incentive Compensation for years and
quarters preceding the date of death and the Cash Incentive Compensation (both
the yearly and quarterly bonuses) for the year of death pro-rated through the
date of death, and"
5. Except as amended hereby, the Agreement remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment
on the date first above written.
KTNQ/KLVE, INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
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EXHIBIT A
Cash Incentive Compensation
(a) If for a fiscal year of the Employer through the year ending
September 30, 2000 or if for the four month period beginning October 1, 2000
and ending January 31, 2001 (the "Four Month Period"), the Broadcast Cash Flow
of the Employer equals or exceeds the Projected Broadcast Cash Flow, the
Executive shall receive a bonus of $50,000 plus an amount equal to 5% of the
difference between the actual Broadcast Cash Flow and Projected Broadcast Cash
Flow. For purposes hereof, Broadcast Cash Flow shall mean operating income,
excluding depreciation and amortization, from all stations owned by the
Employer for which Executive serves as the general manager. For purposes
hereof the "Projected Broadcast Cash Flow" for each fiscal year is as follows:
Fiscal Year Projected Broadcast
Ending September 30 Cash Flow
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1996 14,555,000
1997 15,283,000
1998 16,047,000
1999 16,849,000
2000 17,691,000
For the Four Month Period, Projected Broadcast Cash Flow is $5,733,333. If
Executive's employment is terminated under Section 10.1 prior to September 30,
2000 and the termination date is other than the last day of a fiscal year,
Executive will be entitled to a pro rated bonus (based on the number of full
months elapsed in the fiscal year) for the portion of the year preceding the
termination date if the Projected Broadcast Cash Flow for the fiscal year in
which the termination occurs is met through the end of the month next preceding
the termination date. If Executive's employment is terminated during, but
prior to the end of, the Four Month Period, Executive will be entitled to a
pro-rated bonus (based on the number of days elapsed in the Four Month Period)
for the portion of the Four Month Period preceding the termination date if the
Projected Broadcast Cash Flow for the Four Month Period is met through the day
immediately preceding the date of termination.
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(b) For each quarter in which any station owned by
Employer is ranked No. 1 in the ratings published by Arbitron in the audience
twelve years of age and older, Monday through Sunday, 6:00 a.m. to midnight
(the "Category"), Employer shall pay to Executive a bonus of $12,500.
(c) For each quarter in which any station owned by
Employer is the highest ranked Spanish language radio station in the Category
and such station has a two point or greater lead over the next highest ranked
Spanish language radio station in the Category based on the ratings published
by Arbitron, Employer shall pay to Executive a bonus of $12,500.
(d) The bonuses for each fiscal year set forth in
paragraph (a) of this Exhibit shall be paid not later than 60 days after the
end of the Employer's fiscal year, or if the bonus is for a part of the year,
not later than 60 days after the end of the last month taken into account in
determining whether the Projected Broadcast Cash Flow is met. The quarterly
bonuses set forth in paragraphs (b) and (c) of this Exhibit shall be paid
within 15 days after the Arbitron ratings are published. Notwithstanding the
foregoing, the bonus for the Four Month Period shall be paid by March 31, 2001.
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