Exhibit 10.4
Big City Radio, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
As of December __, 1997
Xx. Xxxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0 FW
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxx:
When executed by you and by Big City Radio, Inc. (f/k/a Odyssey
Communications, Inc.), a Delaware corporation (the "Company"), this letter
agreement (the "Agreement") shall amend and restate in its entirety the
letter agreement dated as of January 1, 1996 (the "Prior Agreement"), between
you and the Company for your employment with the Company, to read as follows:
1. (a) The Company hereby employs you as its Vice President of
Programming of all radio stations owned and/or operated by the Company or any
Affiliated Company (as defined in paragraph 5 of this Agreement) during the
term of this Agreement (together, the "Stations") for a term ending on
December 31, 1998.
(b) The Company can terminate your employment for cause at any
time effective upon the date set forth in written notice of such termination
delivered to you no later than ninety (90) days after the applicable "cause"
has occurred. The term "for cause" shall mean and include, but shall not be
limited to, any of the following events:
(i) fraud, misappropriation or embezzlement of funds or
property by you involving (x) the Company, (y) any of the Stations, or any
(z) Affiliated Company;
(ii) your indictment or conviction in any jurisdiction for any
crime which constitutes a felony, or which constitutes a misdemeanor that
involves fraud, moral turpitude or material loss to the Company, any of the
Stations, or any Affiliated Company or their respective businesses or
reputations;
(iii) your intentional misconduct in, or neglect of, the
performance of your duties and responsibilities hereunder, or your
intentional violation of any specific direction of the Board of Directors of
the Company (the "Board of Directors"), the Chairman of the Board of
Directors, the President or his or her designee;
(iv) your breach of the agreements and covenants set forth in
paragraphs 1(e), (f), (g) or (h) or 3, 4, 5, 6 or 7 of this Agreement; or
(v) your breach of any other material provision of this
Agreement which breach continues uncured for a period of fifteen (15) days
after written notice thereof is given to you by the Company.
(c) If you are unable to perform your duties hereunder by reason
of illness or disability, as determined by a physician selected by the
Company, which inability continues for a period of ninety (90) consecutive
days or more or any ninety (90) days or more within any one hundred eighty
(180) day period, then while such inability continues, the Company can
terminate your employment hereunder by giving you written notice thereof. In
addition to the foregoing, the Company's obligations for payments and
benefits provided to you pursuant to this agreement will terminate upon your
death.
(d) The Company shall have the right, at any time, to terminate
your employment without "cause" (as such term is used herein), by providing
written notice delivered to you at least thirty (30) days prior to the
effective date of such termination. If your employment is terminated by the
Company without cause effective prior to January 1, 1998, the Company shall
pay you, in equal monthly installments from and after the date of termination
through the expiration of the "Non-Competition
Period" (as defined in paragraph 1(g) hereof) a severance payment in an
amount equal to the remainder of your base salary otherwise payable from the
date of termination through December 31, 1998. If such termination shall be
effective on or after January 1, 1998, but before July 1, 1998, the Company
shall pay you, in equal monthly installments from and after the date of
termination through the expiration of the "Non-Competition Period" (as
defined in paragraph 1(g) hereof) at the time of such termination, a
severance payment in an amount equal to six (6) times your base monthly
salary at the time of termination. If such termination shall be effective on
or after July 1, 1998, your severance payment, which shall be payable in
equal monthly installments from and after the date of termination through the
expiration of the "Non-Competition Period" (as defined in paragraph 1(g)
hereof) shall equal the aggregate amount of your monthly salary for the
remaining term of your employment. If your employment is terminated by the
Company for cause, the Company shall have no obligation to you for severance
payments.
(e) (i) If there is a Change of Control (as defined below) of the
Company, you shall have the right, at any time within thirty (30) days
following the occurrence of such Change of Control, to terminate your
employment hereunder, by written notice to the Company, effective upon the
date specified in such notice, for any reason or for no reason whatsoever.
Upon a Change of Control and your election to terminate your employment as
provided herein, the Company shall pay you a severance payment in an amount
equal to one and one-half (11/2) times your base monthly salary in effect on
the date of termination ("Change of Control Severance"), payable to you in a
lump sum within ten (10) days after the effective date of termination. In
addition to the foregoing, if the Company terminates your employment by
written notice delivered to you as provided herein within thirty (30) days
following the occurrence of a Change of Control, then the Company will pay to
you the Change of Control Severance within ten (10) days after the effective
date of termination.
(ii) For purposes of this Agreement, a "Change of Control" of the
Company shall be deemed to have occurred (i) when all or substantially all
of the assets of the Company are sold, leased, exchanged or otherwise
transferred to any person or entity or group of persons or entities acting in
concert other than a Permitted Holder (as defined below) or a Wholly-Owned
Subsidiary (as defined below) of the Company, (ii) when the Company is merged
or consolidated with or into another entity with the effect that stockholders
of the Company immediately prior to such merger or consolidation hold less
than 50% of the combined voting power of the then outstanding securities of
the surviving entity of such merger or the entity resulting from such
consolidation ordinarily (and apart from rights arising under special
circumstances) having the right to vote in the election of directors, (iii)
on the first day within any two-year period on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors
(as defined below), or (iv) when any person or entity or group of persons or
entities acting in concert other than Permitted Holders becomes the
beneficial owner, directly or indirectly, of more than 50% of the combined
voting power of the then outstanding securities of the Company having the
right to vote in the election of directors.
(iii) "Permitted Holder" shall include only the following persons:
(w) Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and their respective estates,
guardians, conservators or committees; (x) each descendant of Xxxxxx
Xxxxxxxxx or Xxxxx Xxxxxxxxx (a "Xxxxxxxxx Descendant") and their respective
estates, guardians, conservators or committees; (y) each Subotnick Family
Controlled Entity (as defined below); and (z) the trustees, in their
respective capacities as such, of each Subotnick Family Trust (as defined
below).
(iv) "Subotnick Family Controlled Entity" means (w) any
not-for-profit corporation if at least a majority of its board of directors
is composed of Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx and/or Subotnick
Descendants; (x) any other corporation if at least a majority of the value of
its outstanding equity is owned by Permitted Holders; (y) any partnership if
at least a majority of the economic interest of its partnership interests is
owned by Permitted Holders; and (z) any
2
limited liability or similar company if at least a majority of the economic
interest of the company is owned by Permitted Holders.
(v) "Subotnick Family Trust" includes trusts the primary
beneficiaries of which are Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxx
Descendants, Stuart or Xxxxx Xxxxxxxxx'x siblings, spouses of Subotnick
Descendants and their respective estates, guardians, conservators or
committees and/or charitable organizations (collectively, "Subotnick
Beneficiaries"). For purposes of this provision, the primary beneficiaries
of a trust will be deemed to be Subotnick Beneficiaries if, under the
maximum exercise of discretion by the trustee in favor of persons who are not
Subotnick Beneficiaries, the value of the interests of such persons in such
trust, computed actuarially, is 50% or less. The factors and methods
prescribed in section 7520 of the Internal Revenue Code of 1986, as amended,
for use in ascertaining the value of certain interests shall be used in
determining a beneficiary's actuarial interest in a trust for purposes of
applying this provision. For purposes of this provision, the actuarial value
of the interest in a trust of any person in whose favor a testamentary power
of appointment may be exercised shall be deemed to be zero. For purposes of
this provision, in the case of a trust created by a Subotnick Descendant, the
actuarial value of the interest in such trust of any person who may receive
trust property only at the termination of the trust and then only in the
event that, at the termination of the trust, there are no living issue of
such Subotnick Descendant, shall be deemed to be zero.
(vi) "Wholly-Owned Subsidiary" means any corporation, limited
liability company, partnership or other entity of which all the outstanding
voting securities or similar interests are owned by the Company or any
Wholly-Owned Subsidiary of the Company or by the Company and a Wholly-Owned
Subsidiary of the Company.
(vii) "Continuing Director" means, as of the date of any
determination, any member of the Board of Directors of the Company who (x)
was a member of such Board of Directors on the date of this Agreement or (y)
was nominated for election or elected to such Board of Directors with, or
whose election to such Board of Directors was approved by, the affirmative
vote of a majority of the Continuing Directors who were members of such Board
of Directors at the time of such nomination or election or (z) is a designee
of the Permitted Holders or their affiliates or was nominated by the
Permitted Holders or their affiliates or any designees of the Permitted
Holders or their affiliates on the Board of Directors.
(f) Your responsibilities will include (i) continuing duties as Program
Director of the Company's station WRGX-FM ("X-107") and (ii) additional
duties as Vice President-Programming for all of the Stations. Your duties
will include without limitation on-going evaluation of all Stations' current
programming and programming personnel; structuring, implementation and
execution, monitoring and management of programming formats for all Stations;
assistance to General Managers, Program Directors and programming personnel
at each of the Stations; development of Programming Business Plans for each
Station, which will be subject to approval by the Company in its sole and
absolute discretion, and which will include research, Arbitron ratings goals,
management and monitoring tools, development of on-air talent and positioning
of each Station. Notwithstanding the foregoing, the Company will have the
right to change your responsibilities, or assign to you additional
responsibilities, commensurate with your position as Program Director of
X-107 and Vice President-Programming for all of the Stations. You will
devote your entire working time and best efforts to the faithful performance
of the duties to which you are
3
assigned during the term of your employment to the exclusion of all other
employment for yourself or for others or any business activities which
conflict or interfere with your performance of duties hereunder. Your
performance of duties hereunder will be subject to the direction and control
of the Board of Directors, the Chairman of the Board of Directors, the
President of the Company or his or her designee. You will perform your duties
at such other locations and will perform all travel requested by the Board of
Directors, the Chairman of the Board of Directors, or the President of the
Company or otherwise necessary in the performance of your duties.
(g) In addition to the prohibition on other employment set forth
in paragraph 1(e), upon termination of your employment "for cause" or
"without cause" or by reason of your resignation or pursuant to paragraph
1(c) or paragraph 1(e) hereof, and thereafter for a period of 180 days (the
"Non-Competition Period"), you shall not, without the prior written consent
of the Company, which consent the Company may withhold in its sole and
absolute discretion, serve as Program Director of, or otherwise be involved
in the programming of, any radio station with a "rock-based" format (as such
term is generally understood in the broadcast industry) in the "Territory".
For purposes of this Agreement, the "Territory" means the area within fifty
(50) miles of the transmitter of any of the Stations. In the event that the
Company consents to your rendering services in connection with the
programming of radio stations during the Non-Competition Period, the Company
will be relieved of its obligation to pay any severance to you pursuant to
paragraph 1(d) or paragraph 1(e) hereof.
(h) You represent and warrant to the Company that you have full
power and authority to execute, deliver and perform this agreement and that
the execution, delivery and performance by you will not result in the breach
of or default under any other agreement to which you are a party or by which
you are bound, including but not limited to any employment agreement or
agreement to not compete with any other person or entity.
2. (a) In consideration of and in full payment for the due and
faithful performance by you of your duties and obligations hereunder, during
your employment pursuant to this agreement the Company will pay you and you
agree to accept a salary at the rate of $165,000.00 per annum during the
period January 1, 1997 through December 31, 1997 ("Year 1") and $181,500.00
per annum during the period January 1, 1998 through December 31, 1998 ("Year
2"). The Company will pay your salary hereunder periodically in accordance
with their current Company policy, but not less frequently than once per
month. All payments made to you pursuant to this agreement will be subject
to all deductions and withholding required by law or agreement of the parties.
(b) In addition to the salary payable to you hereunder, the
Company paid or shall pay you a bonus of up to $13,750.00 semiannually for
Year 1, payable by July 15, 1997 and January 15, 1998, and up to $15,000.00
semiannually for Year 2, payable by July 15, 1998 and January 15, 1999;
provided in each case that (i) you have been continuously employed by the
Company at the end of each calendar period for which the bonus is payable and
(ii) you fulfill the goals and objectives set forth in the Programming
Business Plans for the Stations, including without limitation ratings, shares
and rankings in their respective markets for the Stations. The goals and
objectives and their achievement will be determined by the Compensation
Committee of the Company or the Board of Directors pending the formation of
the Compensation Committee in its sole and absolute discretion.
4
(c) You will be entitled to reimbursement for reasonable and
necessary expenses incurred by you in connection with your employment, upon
approval in advance from the Company and presentation of proper documentation
for all expenses in accordance with the usual procedures of the Company.
(d) During your employment with the Company you will be entitled
to participate in and to receive benefits under and in accordance with the
provisions of any Company employee benefit plans, programs and arrangements
which may now or hereafter be available to senior executives of the Company,
as such plans, programs and arrangements may be in effect from time to time
and which are applicable to you and for which you qualify under and pursuant
to such plans. In addition to the foregoing, in the event of your death
during the term of this agreement, your rights and benefits under employee
benefit plans shall be determined in accordance with the terms and conditions
of such plans.
(e) The Company intends to implement a key employee executive
equity participation program. If such a program is implemented and if the
Company determines in its sole discretion that you qualify for such a
program, you will be entitled to participate therein in accordance with such
determination.
(f) During your employment with the Company, the Company shall
provide health and disability insurance and medical coverage to you
consistent with the program provided to other employees of the Company in
commensurate positions of employment.
(g) During your employment with the Company you shall be entitled
to take periodic vacations with pay aggregating three (3) weeks per calendar
year, provided that the Company has approved the dates of such vacations,
which approval shall not be unreasonably withheld and provided, further, that
you shall not be permitted to accrue more than fifteen (15) calendar vacation
days until such time as you have used up one (1) vacation day. Each time you
reach the maximum accrual level of fifteen (15) days, you shall not be
permitted to accrue further vacation time until another vacation day has been
used. You shall also be entitled to take official Company holidays with pay.
(h) During your employment with the Company you shall be provided
with, at the Company's expense (including payment of insurance and
maintenance costs), the use of an automobile which is owned or leased by the
Company. In addition, the Company shall pay you a One Hundred Thirty
($130.00) Dollars per week allowance for gasoline and garage expenses for
such automobile. The benefits provided to you in this paragraph 2(h) are
subject to tax as provided in the Internal Revenue Code of 1986, as amended,
and shall be reported by you as taxable income in accordance therewith.
(i) During your employment with the Company you shall be provided
with a cellular phone and beeper to be used by you solely for business
purposes and the Company shall pay for all charges relating to business use
of such phone and beeper, provided that you have presented proper
documentation therefor to the Company in accordance with the usual procedures
of the Company for all charges relating to your personal use of such phone
and beeper.
3. (a) For purposes of this agreement, "Invention" will mean (i) any
and all
5
machines, apparatuses, compositions of matter, methods, know-how, processes,
designs, configurations, uses thereof, or writings of any kind, discovered,
conceived, developed, made or produced, or any improvement to them, and will
not be limited to the definition of any invention contained in the United
States patent laws; (ii) all matters subject to copyright protection under
United States copyright laws; (iii) all matters subject to trademark
protection under trademark laws of the United States those of any state of
the United States or under common law of any jurisdiction within the United
States; and (iv) all matters subject to protection as trade secrets under the
laws or common law of any state of the United States or of the United States.
(b) You understand and agree that all Inventions, or patents,
trademarks, copyrights trade secrets or any other rights relating to any of
the foregoing, which have or may have a material importance to the business
of the Company and which are conceived or made by you during your employment
by the Company, either alone or with others, are the sole and exclusive
property of the Company, whether or not they are conceived or made during
your working time for the Company, except to the extent generally known or
knowable by persons generally knowledgeable in the radio broadcasting field.
(c) You will immediately disclose to the Company any and all
improvements, discoveries, ideas and Inventions (whether or not patentable)
heretofore made (other than those which are the property of your previous
employers) or conceived by you while in the employ of the Company, or
hereafter made or conceived by you while in the employ of the Company, either
alone or in conjunction with others, whether or not made or conceived at the
request or upon the suggestion of the Company, whether or not resulting from
any work done in the course of your employment by the Company, and whether or
not made or conceived during or outside of the usual hours of employment or
upon or not upon any premises of the Company.
(d) You hereby assign and will hereafter assign to the Company all
present or future right, title and interest in and to all Inventions referred
to in subparagraphs (b) and (c) of this paragraph 3. You will not disclose
any such Inventions to any third party without the written consent of the
Company.
(e) At any time and from time to time during and after your
employment by the Company, on the request of the Company, without further
consideration you will: (i) Execute specific documents of assignment in
favor of the Company, or its nominee, of any of the Inventions covered by
this agreement; (ii) Execute all papers and perform all acts the Company
considers necessary or advisable for the preparation, application,
procurement, maintenance, enforcement, and defense of patent applications and
patents of the United States or other jurisdictions of such Inventions, for
the perfection or enforcement of any trademarks, copyrights or trade secrets
relating to such Invention, and for the transfer of any interest you may have
in such Inventions; and (iii) execute any and all papers and comments which
the Company considers to be necessary to vest sole right, title and interest
in the Company or its nominee in and to the above Inventions, patent
applications, patents, or any trademarks or copyright or applications
therefore relating thereto. Notwithstanding the foregoing, after the term of
this agreement, unless your employment was terminated for cause, in which
case you agree to do so without any compensation, you will be entitled to
reasonable compensation for more than incidental time and effort required to
be expended by you to fulfill your responsibilities under clause (ii). You
will execute all documents (including those referred to above) and do all
other acts which the Company considers to be necessary to assist
6
in the preservation of all the Company's interests in such Inventions.
(f) You have identified on Exhibit A attached hereto a complete
list of all Inventions which have been made or conceived or first reduced to
practice by you alone or in conjunction with others prior to your employment
by the Company and which you desire to exclude from the operation of
paragraph 3 of this agreement.
4. (a) For purposes of this agreement, "proprietary information" will
mean any information relating to the business, operations or personnel of the
Company (including but not limited to the Stations and any Affiliated Company
for the purposes of the confidentiality provision of this agreement) that has
not previously been publicly released by a duly authorized representative of
the Company and will include but will not be limited to such information
encompassed in all drawings, designs plans, proposals, marketing and sales
plans, financial information, costs, pricing information, customer
information, personnel information, programming, promotion, engineering
strategies and all methods, concepts, or ideas used in and which have or may
have a material importance other business of the Company.
(b) You will regard, to the best of your ability, preserve as
confidential all proprietary information that has been or may be obtained by
you during your employment by the Company or otherwise, or whether you have
such information in your memory or in writing or other physical form. You
will neither use for your benefit or purposes nor disclose to others any
proprietary information, either during the term of this agreement or
thereafter, except as required by the conditions of your employment
hereunder. This provision will not apply to proprietary information which
has been voluntarily disclosed to the public by the Company for the benefit
of the Company or upon its express authorization or has been independently
developed and disclosed by others who are not subject to any obligations of
confidentiality to the Company.
(c) You will not remove from the premises of the Company or
elsewhere, except as an employee of the Company in pursuit of the business of
the Company, any documents or objects containing or reflecting any
proprietary information or any other property of the Company. You recognize
that all such documents and objects, whether developed by you or by someone
else, are the exclusive property of the Company. Upon termination of your
employment hereunder you will forthwith deliver up to the Company all
proprietary information, including, without limitation, all correspondence,
accounts, records and any other documents or property made or held by you or
under your control in relation to the business or affairs of the Company, and
no copy of any such proprietary information will be retained by you.
(d) Except for such information which has been previously
disclosed to the general public without breaching any confidentiality
agreement, under no circumstances and at no time, during or after the term of
your employment, will you, directly or indirectly, disclose, divulge, render
or offer any knowledge or information with respect to any proprietary
information, except in the course of the proper performance of your duties
hereunder and you acknowledge and agree that any and all such information
will be received by you in confidential capacity.
5. (a) You agree to perform your duties in full compliance with all
laws, rules and regulations of any governmental authority applicable to the
Company and its business or to any Affiliated Company or its business, to the
extent you are engaged in business on behalf of an
7
Affiliated Company, or to the performance of your duties pursuant to this
agreement. For purposes of this Agreement, "Affiliated Company" means, with
respect to the Company, any other person that, directly or indirectly through
one or more intermediaries, controls, is controlled by or is under common
control with the Company.
(b) You represent and warrant that to the best of your knowledge,
information and belief, neither you nor any person acting on your behalf has
accepted or agreed to accept, or paid or agreed to pay any money, service or
any valuable consideration, as defined in Section 507 of the Communications
Act of 1934, as amended, for the broadcast of any matter contained in any
program on any Station. You further covenant that during your employment,
you will not accept or agree to accept (excepting from the Company) or pay or
agree to pay any money, service or valuable consideration, as defined in
Section 507 of the Communications Act of 1934, as amended, for the broadcast
of any matter contained in any program on any Station. You will not make or
promise to make or accept any payments or transfer of value which have the
purpose or effect of public or commercial bribery, acceptance of or
acquiescence in extortion, kickbacks or other unlawful or improper means of
obtaining business for the Company or any Affiliated Company. This Section
5(b) shall not prohibit normal and customary business entertainment or the
giving of business mementos of nominal value.
6. (a) You agree to comply with any and all of the Company's
policies, regulations and procedures including but not limited to those which
now or hereafter may relate to the matters set forth in this agreement,
provided such policies, regulations and procedures are reasonably consistent
with the material terms of this agreement. Periodically, at the request of
the Company, you also agree to execute and/or to respond fully, truthfully,
accurately and completely to all documents or questionnaires as may be
submitted to you in connection therewith.
(b) In the event of a breach or threatened breach by you of any of
the provisions paragraphs 1(g), 3, 4, 5, 6(a) or 7 hereof, the Company will
be entitled to an injunction (without posting a bond or other security)
restraining you from the commission of such breach. In addition to the
foregoing, any violation by you of any provision of any such paragraphs will
be grounds for immediate termination of your employment hereunder for cause,
and, without limiting any right, claim or remedy the Company has or may have
pursuant to this agreement or at law or equity, the Company will be relieved
of its obligation to pay any severance to you pursuant to paragraph 1(d)
hereof.
7. The Company may assign this agreement and all its rights hereunder,
to any Company Affiliate or to a purchaser of all or substantially all of
Company's stock or assets. You may not at any time assign this agreement nor
any right or interest hereunder. Except as herein otherwise provided, this
agreement will be binding upon and inure to the benefit of the parties
hereto, your legal representatives and the Company's successors and assigns.
8. Any notice required or permitted to be given hereunder will be in
writing and will be delivered personally to you, or duly mailed to the other
party by prepaid registered or certified mail, return receipt requested, or
by courier service providing delivery receipts or by facsimile transmission
with document reception of transmission. Such duly mailed notice will be
deemed given two (2) days after the date of dispatch or twenty-four (24)
hours after the time of facsimile transmission, such time being determined by
the local time of the recipient. The address
8
for mailed notices will be (a) for you, the address set forth on the first
page of this Agreement with a "courtesy" copy of all notices to
_______________, Esq., ___________________________________, and (b) for the
Company: c/o Metromedia Company, Xxx Xxxxxxxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxx
Xxxxxx 00000, Attention: General Counsel. The numbers for facsimile
transmission will be the number contained in the Company's records for you
and 000-000-0000 and the copy to 000-000-0000 for the Company. Either party
may notify the other party in writing of a change of address by serving
notice in the manner provided in this Section.
9. If any provision of this Agreement or the application thereof will for
any reason by invalid or unenforceable, such provision will be limited only to
the extent necessary in the circumstances to make such provision valid or
enforceable and its partial or total invalidity or unenforceability will in any
event not affect the remaining provision of this Agreement, which will continue
in full force and effect.
10. THIS AGREEMENT WILL BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN THE
STATE OF NEW YORK. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING
BETWEEN THE PARTIES, CANCELS AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN
UNDERSTANDINGS AND AGREEMENTS BETWEEN THE PARTIES HERETO INCLUDING WITHOUT
LIMITATION THE PRIOR AGREEMENT AND CANNOT BE CHANGED OR TERMINATED ORALLY BUT
ONLY BY AN INSTRUMENT IN WRITING SIGNED BY BOTH PARTIES HERETO.
11. The covenants, representations and warranties of this agreement will
survive its execution, delivery and performance, and all accrued obligations
will survive its termination.
If this is in accordance with your understanding, kindly so indicate by
signing the enclosed copy of this letter in the space provided below and
returning the same to the undersigned.
Very truly yours,
Big City Radio, Inc.
By: ___________________________
Xxxxxxx Xxxxxxxxxxx
President
ACCEPTED AND AGREED TO:
_____________________________
Xxxxxx Xxxxxxx
Date:_________________________
9
Exhibit A
None.
