EXHIBIT 10.03.01
EMPLOYMENT CONTRACT
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THIS AGREEMENT, made as of the 7th day of November, 1991, by and between
SALEM COMMUNICATIONS CORPORATION, a Wisconsin corporation, hereinafter sometimes
referred to as "Company", and ERIC HALVORSON, hereinafter sometimes referred to
as "Employee".
W I T N E S S E T H
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WHEREAS, Company and Employee have reached an agreement relative to the
terms and conditions of the future employment of Employee by Company and desire
to reduce such agreement to written form.
NOW, THEREFORE, Company and Employee, in consideration of the mutual
promises hereinafter set forth, hereby agree as follows:
ARTICLE I
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EMPLOYMENT
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Company shall employ Employee and Employee shall serve Company as a regular
employee with the title Executive Vice President. Employee shall devote his
full time and energies to the business and affairs of the Company and shall not
undertake any outside business activities without the full knowledge and express
consent of the President of the Company. Employee shall perform such duties as
are assigned to him from time to time by the President of the Company, including
without limitation those duties described in a letter to Employee from the
President of the Company dated June 5, 1991.
ARTICLE II
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TERM
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The term of Employee's employment by the Company under this Agreement shall
commence as of the date hereof and shall continue thereafter for a period of
seven (7) years, unless terminated earlier upon the occurrence of any of the
following:
2.1. Death. Employee's death.
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2.2. Disability. Employee's disability. For purposes hereof, Employee
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shall be considered to be disabled if he is unable to render his customary
services on behalf of the Company by reason of physical or mental illness or
incapacity for a continuing period of one hundred eighty (180) days or for an
aggregate of one hundred eighty (180) days in any continuous period of three
hundred sixty-five (365) days. If there is any dispute as to whether Employee
is or was unable to perform his customary services for the Company, such dispute
shall be submitted to a licensed physician agreed upon by the parties or, if the
parties are unable to agree, appointed by the President of the Medical Society
of Ventura County, California at the request of either party. Employee shall
promptly submit to such examinations and provide such information as any such
physician may request, and the determination of such physician as to Employee's
physical or mental condition shall be binding and conclusive.
2.3 Resignation. Employee's voluntary resignation upon notice given to
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the Board of Directors of the Company not less than ninety (90) days prior to
the effective date of such resignation or such shorter period as may be
established by the Board of Directors.
2.4 Dismissal. The termination of Employee's employment, with or without
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cause, upon the vote of a majority of the members of the Board of Directors of
the Company; provided,
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however, that if Employee is serving on the Board of Directors at such time as a
vote for dismissal is taken, Employee shall not participate in such vote.
ARTICLE III
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COMPENSATION
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3.1 Base Salary. Company shall pay to Employee during the term of his
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employment the following amounts of annual base salary in equal semi-monthly
installments:
YEAR BASE SALARY
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1 $ 175,000
2 $ 186,000
3 $ 197,000
4 $ 209,000
5 $ 222,000
6 $ 236,000
7 $ 250,000
[3.2 Deleted]
3.3 Payments on Termination. Upon the termination of Employee's
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employment as provided in Article II, the Company shall pay to Employee, in
addition to any amounts to which he may be entitled as provided in Article IV,
the base salary to which he is then entitled pursuant to Section 3.1 through the
following dates:
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A. If Employee's employment is terminated by reason of his death or
disability, the Company shall pay to Employee his base salary through the
end of the month in which such termination occurs; and
B. If Employee is dismissed by the Company without "cause", as
defined below, the Company shall pay to Employee his base salary for the
remainder of the seven (7) years during which this Agreement would have
been in effect if Employee has not been terminated. If dismissal is for
"cause", which shall be defined as a determination by the Board of
Directors (excluding Employee, if he is a member of the Board of Directors)
that Employee, after fair warning, has been consistently and inadequately
performing his duties hereunder or has engaged in conduct materially
injurious to the Company, then Employee shall receive his base salary
through the end of the month in which such termination occurs. For
purposes of this Agreement, Employee's voluntary termination of employment
shall be demeaned a termination for cause.
ARTICLE IV
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VACATION, EXPENSES, FRINGE BENEFITS
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4.1 Vacation. Employee shall be entitled to four (4) weeks paid vacation,
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non-cumulative, during each calendar year.
4.2 Expenses. Company shall reimburse Employee for all reasonable
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expenses incurred in connection with his employment. The Company shall pay all
professional society dues of Employee and shall pay all reasonable expenses of
Employee in attending programs to satisfy continuing professional education
requirements, provided such attendance has first been approved by the Board of
Directors of the Company.
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4.3 Fringe Benefits. In addition to the compensation to which Employee is
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entitled under Article III above, Employee shall be entitled to participate in
family group health insurance, life insurance and long-term disability insurance
programs currently in effect and which may be established from time to time by
the Company. All costs associated with these insurance programs shall be paid
by the Company.
4.4 Country Club Membership. The Company agrees to loan Employee the
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amount of Fifty-Five Thousand Dollars ($55,000.00) for the purposes of
purchasing a membership in Spanish Hills Country Club. Interest shall accrue on
the loan at the prime rate established from time to time by Security Pacific
National Bank. Repayment terms will be established by the Company and
Employee in good faith. All dues related to Employee's membership in Spanish
Hills Country Club shall be paid by the Company.
ARTICLE V
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MISCELLANEOUS
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5.1 Notices. Any notices required or permitted to be given under this
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Agreement shall be sufficient if in writing and if sent by registered or
certified mail or personally delivered to the residence of Employee or the legal
representative of his estate or to the principal office of the Company directed
to the attention of the Board of Directors, as the case may be.
5.2 Waiver of Breach. The waiver by Company or Employee of any breach of
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any provision of this Agreement by the other shall not be deemed a waiver of any
subsequent breach.
5.3 Assignment. This Agreement shall not be assignable by the Company
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without the written consent of Employee except that if Company shall merge or
consolidate with or into or transfer substantially all of its assets, including
goodwill, to another corporation or other form of
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business organization, this Agreement shall be binding upon and inure to the
benefit of the successor of Company resulting from such merger, consolidation or
transfer. Neither Employee nor his beneficiaries may assign, pledge or encumber
his interest in this Agreement or any part thereof without the written consent
of Company.
5.4 Governing Law. This Agreement and all questions arising in connection
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therewith shall be governed by the laws of the State of California.
5.5 Arbitration. Any dispute or controversy arising under or relating to
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the application or interpretation of this Agreement shall be determined by
arbitration in Camarillo, California, according to the rules then obtaining of
the American Arbitration Association for the resolution of commercial disputes
and the decision so rendered shall be binding and conclusive upon Employee and
Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMPANY:
SALEM COMMUNICATIONS CORPORATION
By: /s/ Edward G. Altsinger III
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EDWARD G. ALTSINGER III, President
By: /s/ Stuart W. Epperson
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STUART W. EPPERSON, Chairman
EMPLOYEE:
By: /s/ Eric Halvorson
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ERIC HALVORSON, Employee
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