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EXHIBIT 10.57
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMONG
CHANCELLOR MEDIA CORPORATION,
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
AND
XXXXXX X. XXXXXXXX
This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into this 6th day of January, 1999 (the
"Effective Date"), among Chancellor Media Corporation, a Delaware corporation
(the "Company"), and Chancellor Media Corporation of Los Angeles, a Delaware
corporation ("Los Angeles") and Xxxxxx X. XxXxxxxx (the "Executive"), residing
at 0000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company, Los Angeles and the Executive entered
into an Employment Agreement as of October 1, 1998 (the "Employment Agreement");
WHEREAS, the Company, Los Angeles and the Executive desire to
modify and clarify certain provisions of such Employment Agreement; and
WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
1. Amendment to Section 3. The words "Senior Vice President and
Assistant to the President" in the initial sentence of paragraph (a) of Section
3 of the Employment Agreement are hereby deleted and replaced with the words
"Senior Vice President and Chief Financial Officer."
2. Amendments to Section 4.
(a) The reference to "100%" in the initial sentence of
paragraph (b) of Section 4 of the Employment Agreement is hereby deleted and
replaced with a reference to "200%."
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(b) The current text of subparagraph (i) of paragraph (c) of
Section 4 of the Employment Agreement is hereby deleted in its entirety and
replaced with the following:
"(i) On the Effective Date, the Executive shall be granted
an Option to purchase Forty Thousand (40,000) shares of Common Stock.
On each of the first four (4) anniversaries of the Effective Date on
which the Executive remains employed hereunder, the Executive shall be
granted an Option to purchase Fifty Thousand (50,000) shares of Common
Stock. In the event the Executive's employment hereunder is terminated
by the Company without Cause or by the Executive for Good Reason prior
to the Expiration Date, the Executive shall be granted, as of the date
of such Termination of Employment, a number of Options equal to Two
Hundred Forty Thousand (240,000) minus the number of Options
previously granted pursuant to the two immediately preceding
sentences."
3. Additional Option Grant. In addition to the Options granted to the
Executive as provided in paragraph (c) of Section 4 of the Stock Option
Agreement, the Company shall grant to the Executive, effective as of the
Effective Date, (i) an Option to purchase Fifty Thousand (50,000) shares of
Common Stock (the "50,000 Share Option") and (ii) an Option to purchase Ten
Thousand (10,000) shares of Common Stock (the "10,000 Share Option"). Each of
the 50,000 Share Option and the 10,000 Share Option shall have an exercise price
per share equal to $46.125 (the last reported sale price of the Common Stock on
the Nasdaq National Market System at the close of the trading day immediately
preceding the Effective Date). Except as otherwise expressly provided in this
Section 3, (x) the provisions of paragraphs (h)(ii)(ii) and (h)(ii)(iii) of the
Employment Agreement, including but not limited to provisions regarding vesting
and exercisability, shall apply to the 50,000 Share Options, and (y) the
provisions of paragraphs (c)(ii) and (c)(iii) of the Employment Agreement,
including but not limited to provisions regarding vesting and exercisability,
shall apply to the 10,000 Share Options.
4. No Other Amendments. Except as expressly modified by this
Amendment, all terms and provisions of the Employment Agreement shall remain in
full force and effect.
5. Assignment. This Amendment shall be binding upon the Executive, his
heirs and his personal representative or representatives, and upon the Company
and Los Angeles and their respective successors and assigns. Neither this
Amendment nor any rights or obligations hereunder may be assigned by the
Executive, other than by will or by the laws of descent and distribution.
6. Governing Law. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of Texas, without regard
to conflict of law principles.
7. Miscellaneous. The provisions of this Amendment shall survive the
termination of the Executive's employment with the Company. This Amendment,
together with the Employment Agreement, contain the entire agreement of the
parties relating to the subject matter hereof. This Amendment, together with the
Employment Agreement, supersede any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof. No
modification or amendment of this
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Amendment shall be valid unless in writing and signed by or on behalf of the
parties hereto. A waiver of the breach of any term or condition of this
Amendment shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition. This Amendment is intended to be
performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any provision of this
Amendment, or the application thereof to any person or circumstance, shall, for
any reason and to any extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining provisions hereof and the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law. The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof.
8. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.
CHANCELLOR MEDIA CORPORATION
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
