SIXTH AMENDMENT TO
EMPLOYMENT AGREEMENT
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The Employment Agreement between Infinity Broadcasting
Corporation, a Delaware corporation, and Mel Karmazin, made as of
September 10, 1990 and amended as of September 30, 1991, February 4,
1992, June 30, 1993, August 16, 1993 and November 19, 1993 (the
"Employment Agreement"), is hereby further amended as follows effective,
unless otherwise indicated, as of the date on which the material terms
(as defined in Section 162(m) of the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder ("Section 162(m)")) of
the incentive compensation provisions herein set forth are approved by
the Company's stockholders in accordance with Section 162(m):
1. Section 7.3 of the Employment Agreement is amended to read
as set forth below:
"7.3 Failure to Make Award. If the Employer's stock
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option plan and deferred share plan are, at the time an award of
equity-based incentive compensation is payable under Exhibit B,
administered by a committee of "disinterested" directors (within
the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended) with respect to awards to the Executive, the
Employer shall recommend that such committee grant such award to
the Executive. If the committee fails to grant the award on or
before the thirtieth day following the filing by the Employer of
its Form 10-K with the Securities and Exchange Commission for the
applicable year, the Employer shall pay to the Executive in
cash an amount equal to the sum of (a) 25% of the fair
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market value of the number of shares of Class B common stock as to
which Exhibit B requires the award of options and (b) 125% of the fair
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market value of the number of shares of Class B common stock as to
which Exhibit B requires the award of deferred shares for the applicable
fiscal year of the Employer.
"For purposes of this agreement, the fair market value of
a share of the Company's Class A or Class B common stock shall be
the closing price (as reported on the NASDAQ National Market
System) of a share of the Company's Class A Common Stock on the
date as of which the relevant determination is made or, if no price
is so reported, the value of a share of the Company's Class A
common stock on such date as determined in good faith by the
Compensation Committee of the Board."
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2. The Employment Agreement is amended, effective March 30,
1994, by the addition thereto of a new Section 7.4, reading in its
entirety as follows:
"7.4 Stockholder Approval. If stockholder approval
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required by Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (`Section
162(m)') to qualify any portion of the compensation provided for by
Section 7.3 or Exhibit A or Exhibit B hereto for a fiscal year of
the Employer beginning on or after January 1, 1994 as `performance-
related' within the meaning of Section 162(m) is not obtained, the
Executive shall have no right hereunder to receive such portion of
such compensation. In such event the parties shall use their best
efforts to formulate, and shall seek stockholder approval of,
appropriate incentive compensation arrangements that are
`performance-related' within the meaning of Section 162(m)."
3. Section 13.1.3 of the Employment Agreement is amended so
that the term "EBITAD" appearing therein reads "EBITDA."
4. Exhibits A and B to the Employment Agreement are amended
to read in their entirety as set forth in Schedule I hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Amendment to be duly executed as of the 30th day of March, 1994.
INFINITY BROADCASTING CORPORATION
By: /s/ Farid Suleman
_________________________________
Vice President-Finance
and Chief Financial Officer
/s/ Mel Karmazin
__________________________________
MEL KARMAZIN
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SCHEDULE I
to Sixth
Amendment
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EXHIBIT A
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Cash Incentive Compensation
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For each fiscal year of the Employer, commencing with the
fiscal year ending December 31, 1994, for which the Employer meets its
EBITDA Target as established by the Compensation Committee of the Board
(the "Compensation Committee"), the Executive shall be entitled to
receive cash incentive compensation (a "Bonus") of $500,000.
If the Termination Date is other than the last day of a fiscal
year, the Executive will be entitled to a prorated Bonus for the portion
of the year preceding the Termination Date if the EBITDA Target is met
through the end of the month ending on or next preceding the Termination
Date.
EBITDA means earnings before interest, taxes, depreciation and
amortization as reported in the Employer's Form 10-K for the fiscal
year, or, if for a portion of the year, as approved by the Board based
on the Employer's books and records.
The Bonus for any year shall be paid not later than the
thirtieth day following the filing by the Employer of its Form 10-K with
the Securities and Exchange Commission ("SEC") for such year, or if the
Bonus is for a part of the year, not later than the sixtieth day
following the end of the last month taken into account in determining
whether the EBITDA Target is met.
EXHIBIT B
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Stock Options and Deferred Shares
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Stock Options
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For each year that the EBITDA target is met, commencing with
the fiscal year ending December 31, 1994, the Executive shall be
granted, no later than the thirtieth day following the filing by the
Employer of its Form 10-K with the SEC for such year, an option to
acquire 112,500 shares of the Class B common stock of the Employer.
Notwithstanding the foregoing sentence, such option may permit the
acquisition of shares of Class A Common Stock of the Employer to the
extent options for the purchase of Class B shares are not available for
issuance under the Employer's Stock Option Plan (or a successor plan
thereto) at the time the option is awarded. The per share exercise
price of the option shall
be 85% of the fair market value of a share of Common Stock (determined
in accordance with Section 7.3 of this Agreement) as of the last day of
the period for which the award is made. The option shall be immediately
exercisable and shall expire ten years after the date of grant.
If the Termination Date is other than the last day of a fiscal
year, the Executive shall be granted an option to acquire a prorated
number of shares for such year if the EBITDA target for the portion of
the year through the end of the month ending on or immediately prior to
the Termination Date is met.
Deferred Shares
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If the EBITDA Target for a fiscal year is exceeded, the
Executive shall receive a number of Class B Deferred Shares, as defined
in and pursuant to the Deferred Share Plan of the Employer, determined
by (a) multiplying each Increment, as defined below, by the applicable
Applied Percentage, and (b) dividing the sum of the resulting products
by an amount equal to 85% of the fair market value of a share of common
stock (determined in accordance with Section 7.3 of this Agreement) as
of the last day of the period for which the award is made.
Amount by Which Actual Maximum Maximum
EBITDA Exceeds the Applied Increment Aggregate
EBITDA Target ("Increment") Percentage Cash Value Cash Value
___________________________ __________ __________ __________
0 - $1,000,000 3% $30,000 $ 30,000
$1,000,001 - 2,000,000 4% 40,000 70,000
2,000,001 - 3,000,000 5% 50,000 120,000
3,000,001 - 4,000,000 5% 50,000 170,000
4,000,001 - 5,000,000 5% 50,000 220,000
5,000,001 - or more 5%
Deferred Shares for a fiscal year of the
Employer shall be awarded no later than the thirtieth day
following the filing by the Employer of its Form 10-K with
the SEC for such year. All Deferred Shares awarded to the
Executive pursuant hereto shall be fully vested at the
date of grant, and shares of Class B Common Stock shall be
deliverable to Executive as provided in the Deferred Share
Plan, provided that Class A Deferred Shares may be awarded
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and delivered to the Executive in accordance with the
Deferred Share Plan (or a successor plan thereto) to the
extent Class B Deferred Shares are not available for award
under such plan at the time the Deferred Share award is
made.
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