CONSULTING, NON-COMPETE AND TERMINATION AGREEMENT
THIS CONSULTING, NON-COMPETE AND TERMINATION AGREEMENT (this
"Agreement"), dated as of August 24, 1997, is made and entered into by and
among SBI Holding Corporation, a Delaware corporation ("Parent"), SFX
Broadcasting, Inc., a Delaware corporation (the "Company"), and Xxxxxx F. X.
Sillerman ("Executive").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Parent, SBI Radio Acquisition
Corporation, a Delaware corporation ("Sub"), and the Company are entering into
an Agreement and Plan of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"; capitalized terms used and not
otherwise defined herein have the respective meanings ascribed to them in the
Merger Agreement), pursuant to which Sub will be merged with and into the
Company (the "Merger");
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that Executive agree, and Executive has agreed,
to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. EMPLOYMENT AGREEMENT. Executive hereby represents and warrants
that his employment relationship with the Company is pursuant to and governed
by the Amended and Restated Employment Agreement dated as of January 1, 1997,
as modified by that certain letter agreement of August 22, 1997, each by and
between the Company and Executive (collectively referred to as the "Employment
Agreement"). A true and correct copy of the Employment Agreement and the
Amendment are respectively attached hereto as Annex I and Annex II.
2. TERMINATION OF EMPLOYMENT AGREEMENT. Effective as of the Effective
Time (a) Executive hereby tenders his resignation as an officer and director
of the Company and each of its subsidiaries, and (b) the Employment Agreement
shall be terminated in full without any further action on the part of the
Company or Executive. Except as expressly provided for in this Agreement, from
and after the date of termination of the Employment Agreement, Executive shall
not be entitled to receive any further wages, compensation, stock options
provided in Section 7 of the Employment Agreement or benefits arising pursuant
to the Employment Agreement (other than the compensation payable to Executive
under Section 13.4 of the Employment Agreement upon termination of employment
as set forth in Section 13.4, including the stock options contemplated by
Sections 13.3 and 13.4) or his employment relationship with the Company or any
of its subsidiaries and Executive shall not be entitled to any
post-termination wages, compensation or benefits (including, without
limitation, severance pay, vacation pay or sick pay), except as expressly
provided in Section 4(a).
3. Intentionally omitted.
4. RELEASE OF CLAIMS.
(a) RELEASE BY EXECUTIVE. Effective as of the Effective
Time, Executive hereby releases and discharges the Released Parties from all
Claims and Damages, including those related to, arising from, or attributed to
(i) his employment with, and membership on the Boards of Directors for, the
Company and its subsidiaries and resignations therefrom, (ii) the Employment
Agreement including, without limitation, the right to receive options for
shares of Common Stock under the terms of the Employment Agreement, and (iii)
all other acts or omissions related to any matter at any time prior to and
including the date of termination of the Employment Agreement; except that
this release shall not include Executive's (A) entitlement to continued group
medical coverage in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), (B) vested account balances in the
Company employee benefit plans and rights under option agreements, warrants or
stock appreciation rights outstanding as of the date hereof or issued prior to
the Effective Time as permitted in the Merger Agreement, in each case as
described in Annex III attached hereto, (C) rights with respect to shares of
capital stock of the Company (as listed on Annex III attached hereto) or
arising under the Merger Agreement, including the rights set forth in Section
5.04 thereof, (D) rights of Executive arising under this Agreement, (E) rights
of Executive under that certain Stockholders Agreement of even date herewith,
(F) rights of Executive arising under the Merger Agreement and any of the
other Transaction Documents, (G) accrued and unpaid salary and expenses
incurred by Executive in respect of the period prior to the Effective Time,
(H) cash compensation payable to Executive under the Employment Agreement upon
a termination of employment as provided in Section 13.4 of the Employment
Agreement, including the stock options contemplated by Sections 13.3 and 13.4
or (I) options to purchase 25,000 shares of Class A Common Stock as
contemplated in Section 13.4 of the Employment Agreement. Executive
understands and expressly agrees that, unless specifically excluded from this
release, this release extends to all Claims and Damages of every nature and
kind, known or unknown, suspected or unsuspected, past or present, whether or
not these Claims and Damages were set forth in any writing, and that all such
Claims and Damages are hereby expressly settled or waived. Notwithstanding the
foregoing, except as provided in Section 9(b) Executive does not release or
discharge the Company and its subsidiaries from any Claims or Damages related
to or arising from Executive's capacity as an officer or director of the
Company or its subsidiaries to which Executive is entitled to be indemnified
against or reimbursed by the Company or its subsidiaries, whether by statute,
contract or otherwise. Executive hereby represents and warrants to Parent that
pursuant to the Amendment, Executive has released any and all rights that
Executive may have to receive options pursuant to Section 13.4 of the
Employment Agreement.
(b) DEFINITIONS. As used in this Section 4, the following
terms shall have meanings set forth below:
(i) "Claims" means all theories of recovery of
whatever nature, whether known or unknown, at law or equity of any
jurisdiction, based on acts, omissions or other matters occurring on
or before the date the parties sign this Agreement. This term
includes, without limitation, lawsuits, petitions, complaints, causes
of action, charges, indebtedness, losses, claims, liabilities, and
demands, whether arising in equity or under the common law or under
any contract (including, without limitation, the Employment
Agreement), statute, regulation or ordinance. This term also
includes, without limitation, any Claim of
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discrimination (based on age or any other factor) under any statute
or law (including, without limitation, the Age Discrimination in
Employment Act, 29 U.S.C. ss. 621, et seq.; Title VII of the Civil
Rights Act of 1964, 42 U.S.C. ss. 2000e, et seq.; and the Americans
with Disabilities Act, 42 U.S.C. ss. 12101, et seq.), and all Claims
asserted by Executive, in writing or otherwise, or which could be
asserted, by Executive.
(ii) "Damages" means all elements of relief or
recovery of whatever nature, whether known or unknown, which are
recognized by the law or equity of any jurisdiction. This term
includes, without limitation, actual, incidental, indirect,
consequential, compensatory, liquidated, exemplary, and punitive
damages; rescission, attorneys' fees; interest; costs; equitable
relief; and expenses.
(iii) "Released Parties" means and includes the
Company and its subsidiaries, and all of the foregoing entities'
past, present and future shareholders, directors, officers,
employees, agents, insurance carriers, employee benefit plans (and
such plans' fiduciaries, trustees, administrators and
representatives), predecessors, successors, assigns, executors,
administrators, attorneys and representatives, in both their
corporate and individual capacities.
5. Intentionally omitted.
6. CONSULTING ARRANGEMENT.
(a) CONSULTING SERVICES. Effective as of the termination of
the Employment Agreement, the Company hereby retains Executive to render such
consulting and advisory services (the "Consulting Services") as the Company
may reasonably request from time to time during the term of the consulting
arrangement set forth in this Section 6 concerning the management or operation
of the Company (the "Consultation Period"). Executive hereby accepts such
engagement and agrees to perform such services for the Company upon the terms
and conditions set forth in this Agreement. Executive will perform the
Consulting Services at such times and places as the officer designated by the
Company, from time to time, shall reasonably request; provided, however, that
unless Executive agrees in advance, he shall not be required to (i) provide
more than 250 hours of Consulting Services in any calendar year or (ii)
provide Consulting Services if the provision of such services would require
travel beyond a 100 mile radius of New York City. The Company shall reasonably
cooperate with Executive to structure the Consulting Services in order not to
unreasonably interfere with Executive's full time employment. Consulting and
advising via telephone, facsimile transmission and correspondence, as well as
in person, shall constitute performance of Executive's services hereunder. The
Company will reimburse Executive for reasonable out-of-pocket expenses which
Executive incurs in the course of providing the Consulting Services.
Notwithstanding anything in this Agreement, Executive is an independent
contractor with authority to select the means and method of performing the
Consulting Services. Executive is not an employee or agent of the Company and
any action taken by Executive which is not authorized by this Agreement or any
other agreement between the Company and Executive will not bind the Company or
create any claim against the Company. Unless otherwise specifically authorized
by this Agreement or any other agreement between the Company and Executive,
Executive has no authority to transact any business or make any
representations or promises in the name of the Company.
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(b) TERM. Unless terminated at an earlier date in accordance
with subsection (c) of this Section 6, the term of the consulting arrangement
shall expire as of the second anniversary of the Effective Time.
(c) TERMINATION OF CONSULTING ARRANGEMENT. Notwithstanding
any contrary provision contained elsewhere in this Agreement, this Section 6
of this Agreement and the consulting arrangement created hereunder between the
Company and Executive may be terminated prior to the expiration of the term
set forth in subsection (b) above by mutual agreement between the Company and
Executive. Upon a termination of this consultant arrangement, neither of the
parties hereto shall have any further duty or obligation under this Section 6
and Executive shall have no obligation to return any portion of the amount
paid to him pursuant to Section 10.
7. CONFIDENTIALITY.
(a) PROTECTION OF CONFIDENTIAL INFORMATION AND TRADE
SECRETS. Executive acknowledges that the business of the Company and its
subsidiaries is highly competitive and that their contracts, books, records,
and documents, their technical information concerning their services, pricing
techniques, and computer system and software, and the names of and other
information (such as credit and financial data) concerning their customers and
business affiliates, all comprise confidential business information and trade
secrets which are valuable, special, and unique assets which the Company and
its subsidiaries use in their business to obtain a competitive advantage over
their competitors. All such information belonging to the Company and its
subsidiaries is jointly referred to herein as "Confidential Information and
Trade Secrets"; provided, however, that Confidential Information and Trade
Secrets shall not include (i) information that is publicly available,
generally known to the industry as a whole or is not specific to the
operations and business of the Company and its subsidiaries and (ii)
information held or used in connection with the business and operations of
Triathlon Broadcasting Company and the Marquee Group, Inc. Effective as of the
Effective Time, Executive agrees that all Confidential Information and Trade
Secrets are the exclusive, confidential, and proprietary information and
property of the Company and, except as necessary to perform the Consulting
Services to be provided hereunder, will not be used by Executive for any other
purpose or in any other manner. Executive further acknowledges that protection
of such Confidential Information and Trade Secrets against unauthorized
disclosure and use is of critical importance to the Company and its
subsidiaries in maintaining their competitive position. Executive hereby
agrees that he will not make any unauthorized disclosure of any such
Confidential Information and Trade Secrets, or make any unauthorized use
thereof prior to the fifth anniversary of the date of the Effective Time. In
the event that Executive is requested pursuant to, or required by, applicable
law or regulation or by legal process to disclose any Confidential Information
and Trade Secrets, Executive agrees to provide the Company with prompt notice
of such request(s) to enable the Company to seek an appropriate protective
order; provided, however, that Executive shall not be prohibited from
complying with any such request unless an appropriate protective order is in
place.
(b) SCOPE OF PROHIBITED ACTIVITIES; REMEDIES. Executive acknowledges
that the scope of prohibited activities are reasonable and are no broader than
are necessary to protect the goodwill and legitimate business interests of the
Company and its subsidiaries. Executive also acknowledges that the provisions
of this Section 7 do not and will not impose any unreasonable burden on
4
Executive. Executive further acknowledges that a violation of this Section 7
will cause irreparable damage to the Company and its subsidiaries, entitling
them to an injunction and other equitable relief in a court of competent
jurisdiction against Executive. In addition, the Company and its subsidiaries
shall be entitled to whatever other remedies they may have at law, including,
without limitation, reasonable attorneys fees and costs incurred by the
Company and its subsidiaries in enforcing the terms of this Section 7.
8. NON-COMPETITION AGREEMENT.
(a) NON-COMPETITION. Except as expressly permitted herein,
effective as of the Effective Time, Executive agrees that he shall not,
(i) until 11:59 p.m. (New York time) on the second
anniversary of the date of the Effective Time directly or indirectly
own, engage in, manage, operate, join, control, or participate in the
ownership, management, operation, or control of, or be connected as a
stockholder, director, officer, employee, agent, partner, joint
venturer, member, beneficiary, or otherwise with, any corporation,
limited liability company, partnership, sole proprietorship,
association, business, trust, or other organization, entity or
individual which in any way competes with the Company or any of its
Affiliates (which, solely for the purposes of this Section 8, shall
be deemed to include Capstar Broadcasting Corporation, Chancellor
Broadcasting Company, Evergreen Media Corporation and Chancellor
Media Corporation) in the business of owning or operating or
providing advertising or programming services for or with respect to
radio stations licensed to or having a transmitter site in any market
that the Company or any of its Affiliates is engaged in immediately
after the Effective Time (a "Competing Business"); provided, however,
that Executive will not be deemed to be in breach of this Section
8(a)(i) by (A) competing in any geographical market in which the
Company or its Affiliates no longer, at any time after the Effective
Time, owns or operates a Competing Business, (B) selling
Entertainment Business programming into a market in which the Company
or any of its Affiliates owns or operates, or provides advertising or
programming services for or with respect to, a Competing Business,
(C) engaging in joint promotions with radio stations in a market in
which the Company or any of its Affiliates owns or operates or
provides advertising or programming services for or with respect to a
Competing Business, or (D) owning an interest in an entity that
participates, or otherwise participating, in the Entertainment
Business (including, but not limited to, Delsener/Xxxxxx Holdings and
its subsidiaries), so long as such Entertainment Business does not
own or operate, or provide advertising or programming (except as
expressly provided in clause (B) above) for or with respect to, a
Competing Business; and provided further, that Executive may own,
directly or indirectly, securities of any entity traded on any
national securities exchange or listed on the National Association of
Securities Dealers Automated Quotation System that is a Competing
Business if Executive does not, directly or indirectly, own 10% or
more of any class of equity securities, or securities convertible
into or exercisable or exchangeable for 10% or more of any class of
equity securities, of such entity; and
(ii) from 11:59 p.m. (New York time) on the second
anniversary of the date of the Effective Time until 11:59 p.m. (New
York time) on the fifth anniversary of the
5
date of the Effective Time directly or indirectly own, engage in,
manage, operate, join, control, or participate in the ownership,
management, operation, or control of, or be connected as a
stockholder, director, officer, employee, agent, partner, joint
venturer, member, beneficiary, or otherwise with, any corporation,
limited liability company, partnership, sole proprietorship,
association, business, trust, or other organization, entity or
individual which in any way competes with the Company or any of its
subsidiaries in the business of owning or operating or providing
advertising or programming services for or with respect to radio
stations licensed to or having a transmitter site in any market that
the Company or any of its subsidiaries is engaged in immediately
prior to the Effective Time (a "Competing Business"); provided,
however, that Executive will not be deemed to be in breach of this
Section 8(a)(ii) by (A) competing in any geographical market in which
the Company or its subsidiaries no longer, at any time after the
Effective Time, owns or operates a Competing Business, (B) selling
Entertainment Business programming into a market in which the Company
or any of its subsidiaries owns or operates or provides advertising
or programming services for or with respect to a Competing Business,
(C) engaging in joint promotions with radio stations in a market in
which the Company or any of its subsidiaries owns or operates or
provides advertising or programming services for or with respect to a
Competing Business, or (D) owning an interest in an entity that
participates, or otherwise participating, in the Entertainment
Business (including, but not limited to, Delsener/Xxxxxx Holdings and
its subsidiaries), so long as such Entertainment Business does not
own or operate, or provide advertising or programming (except as
expressly provided in clause (B) above) for or with respect to, a
Competing Business; and provided further, that Executive may own,
directly or indirectly, securities of any entity traded on any
national securities exchange or listed on the National Association of
Securities Dealers Automated Quotation System that is a Competing
Business if Executive does not, directly or indirectly, own 10% or
more of any class of equity securities, or securities convertible
into or exercisable or exchangeable for 10% or more of any class of
equity securities, of such entity.
(b) EXCEPTIONS. Notwithstanding the foregoing, the Company
acknowledges that Executive has an ongoing relationship with Triathlon
Broadcasting Company and The Marquee Group, Inc. and their subsidiaries and
that such ongoing relationship (including, without limitation, his ownership
of securities of and service as an officer, director or consultant of such
companies or their successors) shall not be deemed to be a breach of this
Agreement.
(c) LEGAL ADVICE. Executive has obtained advice, including
advice from attorneys, accountants, or other advisers which he deems necessary
regarding this Agreement. Executive acknowledges that he fully understands
this Agreement and its legal effect and binding nature.
(d) SCOPE OF PROHIBITED ACTIVITIES; REMEDIES. Executive
acknowledges that the geographic boundaries, scope of prohibited activities,
and time duration of this Section 8 are reasonable in nature and are no
broader than are necessary to maintain the confidentiality and the goodwill of
the Company's proprietary information, plans and services and to protect the
other legitimate business interests of the Company. Executive also
acknowledges that the provisions of this Section 8 do not and will not impose
any unreasonable burden on Executive. Executive further acknowledges that
violation of this Section 8 will cause irreparable damage to the Company and
its
6
subsidiaries, entitling them to an injunction and other equitable relief in a
court of competent jurisdiction against Executive. In addition, the Company
and its subsidiaries shall be entitled to whatever other remedies they may
have at law, including, without limitation, reasonable attorneys fees and
costs incurred by the Company and its subsidiaries in enforcing the terms of
this Section 8.
9. Intentionally omitted.
10. CONSIDERATION. Contemporaneously with the Effective Time, the
Company shall pay Executive, by wire transfer of immediately available funds
the following amounts: (a) $2 million ($2,000,000) in respect of Executive's
obligations arising under Section 6 and (b) $23 million ($23,000,000) in
respect of Executive's obligations arising under Section 8.
11. SURVIVAL. The provisions of Sections 4, 7, 8, 9 and 11 shall
survive any termination of the consulting arrangement created pursuant to
Section 6 of this Agreement.
12. RIGHT TO MATCH. In the event that the Company should give notice
under Section 7.01(c) of the Merger Agreement of its election to terminate the
Merger Agreement, then, as requested by Parent, the Company and Executive
shall, in connection with any amendment to the Merger Agreement or other
proposal made by Parent in response to such notice and that is accepted by the
Company, amend or terminate this Agreement or enter into such other agreements
or arrangements substantially similar to those as proposed to be entered into
with Executive in connection with the Superior Proposal described in such
notice; provided that such right or obligation shall only be applicable to a
Second Transaction that the Stockholder would be obligated to vote for
pursuant to that certain Stockholder Agreement by and between Stockholder, the
Company, SBI Holding Corporation and SBI Radio Acquisition Corporation.
13. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.
(b) CERTAIN EVENTS. Executive agrees that this Agreement and
the obligations hereunder shall be binding upon his heirs, guardians,
administrators or successors.
(c) AMENDMENTS, WAIVERS, ETC. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(d) NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service, such as Federal
Express, providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses:
7
If to Executive: At the addresses set forth on signature pages hereto
Xxxxxx F. X. Sillerman
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
copies to: Xxxxxxxx Xxxxxx Xxxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxxx
and
Xxxxxx X. Xxxxx
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
If to the Company:
SFX Broadcasting, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attn: Executive Vice President
copies to: Xxxxx & XxXxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxx Xxxxxxxx
and
Xxxxxx Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx
If to Parent:
SBI Holding Corporation
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
8
Telecopy: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
copies to: Xxxxx Muse Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attn: Xxxxxxxx X. Xxxxxx, xx.
and
Xxxxxx & Xxxxxx L.L.P.
3700 Xxxxxxxx Xxxx Center
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Telecopy: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(e) SEVERABILITY. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
(f) SPECIFIC PERFORMANCE. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such
breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be entitled,
at law or in equity.
(g) REMEDIES CUMULATIVE. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law
or in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(h) NO WAIVER. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon compliance
by any other party hereto with its obligations hereunder, and any
9
custom or practice of the parties at variance with the terms hereof, shall not
constitute a waiver by such party of its right to exercise any such or other
right, power or remedy or to demand such compliance.
(i) NO THIRD PARTY BENEFICIARIES. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto.
(j) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(k) JURISDICTION. Each party hereby irrevocably submits to
the exclusive juris diction of the Court of Chancery in the State of Delaware
in any action, suit or proceeding arising in connection with this Agreement,
and agrees that any such action, suit or proceeding shall be brought only in
such court (and waives any objection based on forum non conveniens or any
other objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (k) and
shall not be deemed to be a general submission to the jurisdiction of said
Court or in the State of Delaware other than for such purposes. Each party
hereto hereby waives any right to a trial by jury in connection with any such
action, suit or proceeding.
(l) DESCRIPTIVE HEADINGS. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
(m) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same Agreement.
(n) WITHHOLDINGS. As may be appropriate, the Company shall
report the payments made hereunder by (i) filing the appropriate 1099 forms
for this amount, and (ii) making any other reports required by law.
(o) TAXES. Executive agrees to comply, on a timely basis,
with all tax reporting requirements applicable to the receipt of the payments
and other compensation received hereunder and to timely pay all taxes due with
respect to such amounts.
14. TERMINATION. This Agreement shall terminate upon the termination
of the Merger Agreement without any further action on the part of any party
hereto.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXX F.X. SILLERMAN
/s/ Xxxxxx F.X. Sillerman
------------------------------------
SFX BROADCASTING, INC.
By: /s/ Xxxxxx F.X. Sillerman
--------------------------------
Name: Xxxxxx F.X. Sillerman
Title:Executive Chairman
SBI HOLDING CORPORATION
By:/s/ Xxxx Xxxxxx
---------------------------------
Name:
-------------------------------
Title:
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11
