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EXHIBIT 10.30
AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of this 1st day of March,
1997 by and between Evergreen Media Corporation, a Delaware corporation (the
"Company"), and Kenneth J. O'Keefe, an individual (the "Employee").
WITNESSETH
WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated February 12, 1996 (the "Employment Agreement");
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement in certain respects;
NOW THEREFORE, the parties hereby agree to amend the Employment
Agreement as follows:
1. Effective January 1, 1997, Section 5 of the Employment Agreement is
amended in its entirety to read as follows:
"5. Potential Bonus Compensation.
(a) The Executive shall be entitled to an Annual Bonus for each
Contract Year ending during the Employment Term for which Annual Broadcast Cash
Flow equals or exceeds the Broadcast Cash Flow Target. The amount of Annual
Bonus payable for any Contract Year that begins on or after January 1, 1997
shall be equal to two and one-half percent (2.5%) of the excess, if any, of
Annual Broadcast Cash Flow for such Contract Year over the Broadcast Cash Flow
Target for such Contract Year. The Executive's Annual Bonus earned with respect
to each Contract Year shall be paid at the same time as annual incentive
bonuses with respect to that Contract Year are paid to other senior executives
of the Company generally.
(b) "Annual Broadcast Cash Flow" for any Contract Year shall mean
station operating income for such Contract Year for the stations owned by the
Company as of the last day of such Contract Year on a consolidated basis
excluding depreciation, amortization and corporate, general and administrative
expenses, calculated in a manner consistent with the presentation of "broadcast
cash flow" in the Company's periodic reports filed with the Securities Exchange
Commission, with respect to the stations owned by the Company as of the last
day of such Contract Year.
(c) "Broadcast Cash Flow Target" for any Contract Year shall mean 105%
of the station operating income for the immediately preceding Contact Year on a
consolidated basis excluding depreciation, amortization and corporate, general
and administrative expenses, calculated in a manner consistent with the
presentation of "broadcast cash flow" in the
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Company's periodic reports filed with the Securities Exchange Commission, with
respect to the stations owned by the Company as of the last day of the Contract
Year for which the Broadcast Cash Flow Target is calculated."
2. Effective as of January 1, 1997, a new 9(e) is added to the
Employment Agreement after Section 9(d) to read as follows:
"(e) For purposes of Sections 9(a) and (c), the pro rated Annual Bonus
for the Contract Year in which occurs the Executive's termination of employment
shall equal the Annual Bonus, if any, that would be payable hereunder on the
basis of a Contract Year commencing January 1 of the year of termination of
employment and ending on the last day of the Terminal Month in such year. For
the sole purpose of calculating the pro rated Annual Bonus, if any, payable
pursuant to Sections 9(a) and (c) and this Section 9(e), the Broadcast Cash
Flow Target for the Contract Year in which such termination of employment
occurs shall be calculated on the basis of an assumed Contract Year that
commenced on January 1 of the year prior to the year of termination of
employment and ended on the last day of the Terminal Month in such year, on the
basis of the stations owned by the Company as of the last day of the Terminal
Month in the year of termination of employment. "Terminal Month" shall mean the
last complete calendar month ending coincident with or prior to the Executive's
termination of employment hereunder."
3. Effective as of January 1, 1997, Section 7(b) of the Employment
Agreement is hereby modified in its entirety to read as follows:
"(b) (i) To the extent the Option has not otherwise become
unexercisable and subject to Employee's employment with the Company on February
28, 1999, the Option shall be exercisable in full on such date.
(ii) To the extent the Option has not otherwise become unexercisable,
the Option shall be exercisable in full as of the effective date, if prior to
the expiration of the Term, of a Change in Control (as defined in Section
7(d)).
(iii) To the extent the Option has not otherwise become unexercisable,
in the event Employee's employment is terminated during the Tenn (A) due to
Employee's death or disability (as defined in Section 9 below), (B) due to a
termination by the Company without Cause (as defined in Section 9), or (C) due
to Employee's resignation of employment with Company following the Company's
material breach of this Agreement which breach is not cured within 30 days
following notice from Employee to Company of such breach, then as of such date
of termination of employment, the Option shall be exercisable as to that
portion of the 100,000 shares of Common Stock subject to the Option equal to
the ratio of (X) the number of full months Employee is actually employed by the
Company hereunder over (Y) 36."
4. Except as modified hereby, all terms of Employment Agreement shall
remain in full force and effect.
[signature page follows]
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first written above.
EVERGREEN MEDIA CORPORATION
By: /s/ ILLEGIBLE
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Title:
/s/ KENNETH J. O'KEEFE
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Kenneth J. O'Keefe
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