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EXHIBIT 10.51
EMPLOYMENT AGREEMENT
BETWEEN
CHANCELLOR MEDIA CORPORATION
AND
JAMES A. MCLAUGHLIN, JR.
This Employment Agreement (this "Agreement") is made and
entered into as of August 18, 1998 (the "Effective Date"), between Chancellor
Media Corporation, a Delaware corporation (the "Company"), Chancellor Media
Corporation of Los Angeles, a Delaware corporation ("Los Angeles") and James A.
McLaughlin, Jr. (the "Executive"), residing at 10939 Emerald Chase Drive,
Orlando, Florida 32836.
W I T N E S S E T H:
WHEREAS, the Company has a need for executive management
services; and
WHEREAS, the Executive is qualified and willing to render such
services to the Company; and
WHEREAS, the parties hereto desire to enter into an employment
agreement for the services of the Executive, on the terms and conditions as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
1. DEFINITIONS
The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the contrary:
"Annual Bonus" shall mean the annual incentive bonus payable
to the Executive described in Section 4.
"Average Bonus" shall mean the greater of (a) (i) the total of
the Annual Bonuses paid hereunder with respect to the Employment Term, divided
by (ii) the length of such portion of the Employment Term in years (including
fractions) as falls on or prior to the last December 31 thereof and (b) Six
Hundred Thousand Dollars ($600,000).
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"Base Salary" shall mean the annual base salary payable to the
Executive at the rate set forth in Section 4.
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean the Executive's (a) habitual neglect of his
material duties or failure to perform his material obligations under this
Agreement, (b) refusal or failure to follow lawful directives of the Chief
Executive Officer, (c) commission of an act of fraud, theft or embezzlement, or
(d) conviction of a felony or other crime involving moral turpitude; provided,
however, that the Company shall give the Executive written notice of any
actions alleged to constitute Cause under subsections (a) and (b) above, and
the Executive shall have a reasonable opportunity (as specified by the
Compensation Committee) to cure any such alleged Cause.
"Change in Control" shall mean (a) the sale, lease or other
transfer of all or substantially all of the assets of the Company to any person
or group (as such term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended); (b) the adoption by the stockholders of the Company
of a plan relating to the liquidation or dissolution of the Company; (c) the
merger or consolidation of the Company with or into another entity or the
merger of another entity into the Company or any subsidiary thereof with the
effect that immediately after such transaction the stockholders of the Company
immediately prior to such transaction (or their Related Parties) hold less than
fifty percent (50%) of the total voting power of all securities generally
entitled to vote in the election of directors, managers or trustees of the
entity surviving such merger or consolidation; (d) the acquisition by any
person or group of more than fifty percent (50%) of the voting power of all
securities of the Company generally entitled to vote in the election of
directors of the Company; or (e) the majority of the Board is composed of
members who (i) have served less than twelve (12) months and (ii) were not
approved by a majority of the Board at the time of their election or
appointment.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Common Stock" shall mean $0.01 par value common stock of the
Company.
"Compensation Committee" shall mean the Compensation Committee
of the Board.
"Consumer Price Index" shall mean the Consumer Price Index for
All Urban Consumers (1982-84=100) for all cities as reported by the United
States Bureau of Labor Statistics.
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"Contract Year" shall mean each twelve (12) consecutive month
period during the Employment Term which begins on the Effective Date and each
annual anniversary thereof.
"Contract Non-Renewal" shall mean the decision to not renew or
extend the Employment Term beyond the Expiration Date other than for Cause (as
to the Company's decision) or Good Reason (as to the Executive's decision).
"Employment Inducements" shall mean any compensation,
including, without limitation, signing bonuses and stock options, that are paid
or granted to senior officers of the Company in connection with such officers'
initial hiring by the Company, or in connection with any amendments to or
extensions of the term of such senior officers' employment agreements with the
Company.
"Employment Term" shall mean the period beginning on the
Effective Date and ending on the close of business on the effective date of the
Executive's termination of employment with the Company.
"Excise Tax" shall mean the taxes imposed by Code Section
4999.
"Execution Options" shall have the meaning ascribed to such
term in Section 4(i)(b).
"Expiration Date" shall have the meaning ascribed to such term
in Section 2.
"Good Reason" shall mean (a) the Company's material breach of
any provision hereof, (b) the Executive no longer directly reporting to the
Chief Executive Officer or such other executive designated by the Chief
Executive Officer, (c) any adverse change in the Executive's job
responsibilities (except for responsibilities relating to acquisitions),
duties, functions, status, offices, title, perquisites or support staff, (d)
relocation of the Executive's regular work address outside of the Orlando
metropolitan area without his consent, or (e) a Change in Control; provided,
however, that the Executive shall give the Company written notice of any
actions (other than that set out in subsection (e) above) alleged to constitute
Good Reason and the Company shall have a reasonable opportunity to cure any
such alleged Good Reason.
"Minimal Time and Attention" shall mean such limited efforts
and duties of the Executive relating to the activities of SMD and Adventure
(each as hereafter defined) which do not interfere in any respect with the
Executive's duties under Section 3(a) hereunder.
"Option Agreement" shall mean the agreement between the
Executive and the Company pursuant to which any Options are granted to the
Executive.
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"Option Plan" shall mean the 1998 Chancellor Media Corporation
Non-Qualified Stock Option Plan, as amended from time to time, and any
successor thereto.
"Options" shall mean the non-qualified stock options to be
granted to the Executive hereunder.
"Permanent Disability" shall mean the Executive's inability to
perform the duties contemplated by this Agreement by reason of a physical or
mental disability or infirmity which has continued for more than ninety (90)
working days (excluding vacation) in any twelve (12) consecutive month period
as determined by the Board. The Executive agrees to submit such medical
evidence regarding such disability or infirmity as is reasonably requested by
the Board.
"Related Parties" shall mean with respect to any person (a)
the spouse and lineal ascendants and descendants of such person, and any
sibling of any of such persons and (b) any trust, corporation, partnership or
other entity, the beneficiaries, stockholders, partners, owners or persons
beneficially holding an eighty percent (80%) or more controlling interest of
which consist of persons referred to in subsection (a) above.
"Termination of Employment" shall mean the first to occur of
the following events:
(a) the date of death of the Executive;
(b) the effective date specified in the Company's
written notice to the Executive of the termination of his employment
as a result of his Permanent Disability, which effective date shall
not be earlier than the ninety-first (9st) working day (excluding
vacation) following the commencement of the Executive's inability to
perform his duties hereunder;
(c) the effective date specified in the Company's
written notice to the Executive of the Company's termination of his
employment without Cause;
(d) the effective date specified in the Company's
written notice to the Executive of the Company's termination of his
employment for Cause;
(e) the effective date specified in the
Executive's written notice to the Company of the Executive's
termination of his employment for Good Reason;
(f) the effective date specified in the
Executive's written notice to the Company of the Executive's
termination of his employment without Good Reason; and
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(g) the date the Executive's employment
terminates pursuant to Section 2.
"Termination without Cause" shall mean a termination by the
Company of the Executive's employment without Cause.
2. EMPLOYMENT
The Company agrees to continue the employment of the
Executive, and the Executive agrees to continue to provide services to the
Company from the date of this Agreement until the close of business on the
fifth (5th) anniversary of the Effective Date (the "Expiration Date"), unless
the Executive's employment is earlier terminated pursuant to a Termination of
Employment. The Executive will serve the Company subject to the general
supervision, advice and direction of the Board and the Chief Executive Officer
and upon the terms and conditions set forth in this Agreement.
3. TITLE AND DUTIES
(a) The Executive's job title shall be President of the
Chancellor Outdoor Group, a division of the Company. Subject to the last
sentence of Section 13 of this Agreement, during the Employment Term the
Executive shall have such authority and duties as are usual and customary for
similar positions within the Company, and shall perform such additional
services and duties as the Chief Executive Officer may from time to time
designate consistent with such position.
(b) The Executive shall report solely to the Chief
Executive Officer or to such other executive designated by the Chief Executive
Officer. Certain other senior officers of the Company, designated from time to
time by the Chief Executive Officer, may report, directly or indirectly through
other senior officers designated from time to time by the Chief Executive
Officer, to the Executive, and the Executive shall be responsible for reviewing
the performance of such senior officers of the Company.
(c) The Executive shall devote his full business time and
best efforts to the business affairs of the Company; however, the Executive
may:
(i) devote reasonable time and attention to serving as
a director of, or member of a committee of the directors of, any
not-for-profit organization or engaging in other charitable or
community activities;
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(ii) devote Minimal Time and Attention to advisory
activities for the SMD, LLP, a Georgia limited liability partnership
("SMD") and Adventure Outdoor Advertising, Inc., a Florida corporation
("Adventure"); provided, however, the Executive shall not devote any
time and attention to SMD and/or Adventure after December 31, 1999;
and
(iii) devote reasonable time and attention to serving as
a director of, or member of a committee of the directors of, such
other corporations and organizations that the Chief Executive Officer
may from time to time approve in the future.
4. COMPENSATION AND BENEFITS
(a) Base Compensation. During the Employment Term, the
Company shall pay the Executive, in installments according to the Company's
regular payroll practice, Base Salary at the annual rate of Five Hundred
Thousand Dollars ($500,000) for the first (1st) Contract Year; and for each
subsequent Contract Year an amount equal to the product of
(i) the Base Salary for the immediately preceding
Contract Year; and
(ii) the ratio of the Consumer Price Index for the last
complete calendar month in such preceding Contract Year to the
Consumer Price Index for the same month in the year preceding such
preceding Contract Year.
(b) Annual Incentive Bonus. The Executive shall be
entitled to an Annual Bonus of up to One Million Dollars ($1,000,000) for each
calendar year during which he is employed hereunder, subject to increases at
the discretion of the Compensation Committee based upon the recommendation of
the Chief Executive Officer of the Company. For each such calendar year
one-half of the Annual Bonus shall be based upon the Executive's performance
and one-half of the Annual Bonus shall be discretionary, in each case as
measured against standards and budgets to be mutually agreed between the
Executive and the Chief Executive Officer, with the amounts of the bonuses to
be determined by the Compensation Committee based upon the recommendation of
the Chief Executive Officer of the Company; provided, however, the Annual Bonus
for any partial calendar year shall be adjusted pro rata for the portion of the
calendar year contained within the Employment Term. The Executive's Annual
Bonus earned with respect to each calendar year shall be paid at the same time
as annual incentive bonuses with respect to that calendar year are paid to
other senior executives of the Company generally, but in no event later than
March 31 of the following calendar year.
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(c) Stock Options.
(i) On the Effective Date and 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 Sixty Thousand (60,000) 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 Three
Hundred Thousand (300,000) minus the number of Options previously
granted pursuant to the immediately preceding sentence.
(ii) All Options described in paragraph (i) shall be
granted subject to the following terms and conditions: (A) the Options
shall be granted under and subject to the Option Plan; (B) the
exercise price of the Options shall be, (A) in the case of the Options
granted on the Effective Date, $48.375 per share and (B) in the case
of the Options granted thereafter, the last reported sale price of the
Common Stock on the Nasdaq National Market System (or other principal
trading market for the Common Stock) at the close of the trading day
immediately preceding the date as of which the grant is made; (C)
twenty-five percent (25%) of the Options shall vest on each of the
first four (4) annual anniversaries of the date of grant, provided
that in the event of a Contract Non-Renewal, all such Options shall
vest and become exercisable on the Expiration Date and in the event of
a Termination of Employment by the Executive for Good Reason or a
Termination of Employment by the Company other than for Cause, all
such Options shall vest and become exercisable on the date of such
Termination of Employment; (D) each Option shall be exercisable for
the ten (10) year period following the date of grant; (E) each Option
shall be evidenced by, and subject to, an Option Agreement; and (F)
the number of shares granted shall be subject to adjustment for any
subsequent stock splits.
(iii) Except as otherwise provided in paragraph (ii)
above, the Option Agreements shall specify that the Options shall
remain exercisable for the periods described in paragraph (ii) above
notwithstanding any Termination of Employment, other than a
Termination of Employment by the Company for Cause.
(d) Vacation. During each complete twelve (12) month
period of the Employment Term, the Executive shall be entitled to no fewer than
four (4) weeks of paid vacation (unless, based on his length of service with
the Company and his position with the Company, the Executive is entitled to a
greater number of weeks of paid vacation under the Company's generally
applicable vacation policy, as determined by the Compensation Committee).
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(e) Employee Benefit Plans. During the Employment Term,
the Executive shall be entitled to participate in all pension, profit sharing
and other retirement plans, all incentive compensation plans and all group
health, hospitalization and disability insurance plans and other employee
welfare benefit plans in which other senior executives of the Company may
participate on terms and conditions no less favorable than those which apply to
such other senior executives of the Company.
(f) Company Payment of Health Benefit Coverage. During
the Employment Term, the Company shall pay the amount of premiums or other cost
incurred for coverage of the Executive and his eligible spouse and dependent
family members under the applicable Company health benefits arrangement
(consistent with the terms of such arrangement).
(g) Life Insurance Policy. In addition to the insurance
coverage contemplated by Section 4(e), during the Employment Term the Company
shall maintain in effect term life insurance coverage for the Executive with a
death benefit of at least Five Hundred Thousand Dollars ($500,000), subject to
the Executive's insurability at standard rates and with the beneficiary or
beneficiaries, thereof designated by the Executive. Notwithstanding Section 9
of this Agreement, such life insurance policy or policies may be assigned to a
trust for the benefit of any beneficiary designated by the Executive.
(h) Automobile and Parking Allowance; Other Benefits.
(i) During the Employment Term, the Company
shall (A) either provide the Executive with, or pay or reimburse the
Executive for his purchase or lease of an automobile selected by the
Executive with a retail sales price of not more than Seventy Thousand
Dollars ($70,000), which automobile may be traded no more frequently
than every three (3) years, and (B) pay all insurance and all other
expenses related to the business operation of such automobile.
(ii) During the Employment Term, the Company
shall reimburse the Executive for the monthly membership fees in
connection with (A) the membership of the Executive and his spouse and
dependent family members in the country club of Executive's choosing,
and (B) the membership of the Executive and his spouse and dependent
family members in an athletic club of Executive's choosing.
(i) Execution Bonus. The Executive shall be paid or
granted, as the case may be, the following Employment Inducements in connection
with the execution of this Agreement:
(a) Within fifteen (15) days after the execution
and delivery of this Agreement, the Company shall pay to the Executive
a one-time execution bonus in the gross amount of One Million Dollars
($1,000,000).
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(b) The Executive shall be granted an option to
purchase Three Hundred Thousand (300,000) shares of Common Stock
(collectively, the "Execution Options"), subject to the following
terms and conditions: (A) the Execution Options shall be granted under
and subject to the Option Plan; (B) the exercise price of the
Execution Options shall be $48.375 per share (the price per share at
the close of trading on August 7, 1998); (C) twenty-five percent (25%)
of the Execution Options shall vest on the Effective Date and
twenty-five percent (25%) of the Execution Options shall vest on each
of the first three (3) annual anniversaries of the date of grant,
provided that in the event of a Contract Non-Renewal, all such
Execution Options shall vest and become exercisable on the Expiration
Date and in the event of a Termination of Employment by the Executive
for Good Reason or a Termination of Employment by the Company other
than for Cause, all such Execution Options shall vest and become
exercisable on the date of such Termination of Employment; (D) each
Execution Option shall be exercisable for the ten (10) year period
following the date of grant; (E) each Execution Option shall be
evidenced by, and subject to, an Option Agreement; and (F) the number
of shares granted shall be subject to adjustment for any subsequent
stock splits.
(c) Except as otherwise provided in paragraph (b)
above, the Option Agreements shall specify that the Execution Options
shall remain exercisable for the periods described in paragraph (b)
above notwithstanding any Termination of Employment, other than a
Termination of Employment by the Company for Cause.
5. REIMBURSEMENT OF EXPENSES
In addition to the compensation provided for under Section 4
hereof, upon submission of proper vouchers, the Company will pay or reimburse
the Executive for all normal and reasonable travel and entertainment expenses
incurred by the Executive during the Employment Term in connection with the
Executive's responsibilities to the Company.
6. TERMINATION BENEFITS
(a) Upon the termination of the Executive's employment
with the Company for any reason, the Company shall provide the Executive (or,
in the case of his death, his estate or other legal representative), (i) any
Annual Bonus earned but not yet paid with respect to the preceding calendar
year, (ii) all benefits due him under the Company's benefits plans and policies
for his services rendered to the Company prior to the date of such termination
(according to the terms of such plans and policies), (iii) not later than
ninety (90) days after such termination, in a lump sum, all Base Salary earned
through the date of such termination, and (iv) not later than ninety (90) days
after such termination, in a lump sum, any Annual Bonus earned with respect to
that portion of the calendar year prior to such termination.
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(b) In the event that the Executive's employment
hereunder is terminated by the Company without Cause or by the Executive for
Good Reason (but not by reason of expiration or non-renewal of this Agreement),
and subject to the last sentence of this subsection (b), the Company shall make
a one-time cash payment to the Executive in a gross amount such that the net
payments retained by the Executive after payment of any applicable Excise Tax
with respect to such payment shall equal One Million Dollars ($1,000,000).
Such payment shall be made at the time of any such termination without Cause or
within thirty (30) days of any such resignation for Good Reason. Such payment
shall be in full satisfaction of all obligations of the Company to Executive
hereunder (other than those obligations set forth in subsection (a)) and shall
be conditioned on Executive giving a general release of the Company and
affiliates in the form used generally by the Company in the case of the
termination of employment of senior executives.
(c) (i) In the event that the Executive elects
to terminate his employment hereunder other than for Good Reason, the
Company, in consideration for the Executive's agreement in Section
7(b), shall continue to pay him one-half of his Base Salary as set
forth in Section 4(a) through the earlier of (A) the fifth (5th)
anniversary of the Effective Date or (B) the second (2nd) anniversary
of such termination of employment (the earlier of such dates, the
"Cessation Date").
(ii) In addition, in such event, the Company
may, by written notice to the Executive given no later than 15 days
following his termination of employment, elect to require the
Executive to observe the provisions of Section 7(c) hereof. In such
event, the Company shall, on the last day of each calendar year
preceding the Cessation Date, make a payment to him equal to one-half
of his Average Bonus, and on the last day of the calendar year which
includes the Cessation Date make a payment to him equal to the product
of one-half of his Average Bonus and the fraction of such calendar
year which precedes the Cessation Date.
(d) In the event of any Termination of Employment, the
Executive shall not be required to seek other employment to mitigate damages,
and any income earned by the Executive from other employment or self-employment
shall not be offset against any obligations of the Company to the Executive
under this Agreement.
7. PROTECTED INFORMATION; PROHIBITED SOLICITATION
(a) The Executive hereby recognizes and acknowledges that
during the course of his employment by the Company, the Company will furnish,
disclose or make available to the Executive confidential or proprietary
information related to the Company's business, including, without limitation,
customer lists, ideas and formatting and programming concepts and plans, that
such confidential or proprietary information has been developed and
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will be developed through the Company's expenditure of substantial time and
money, and that all such confidential information could be used by the
Executive and others to compete with the Company. The Executive hereby agrees
that all such confidential or proprietary information shall constitute trade
secrets, and further agrees to use such confidential or proprietary information
only for the purpose of carrying out his duties with the Company and not to
disclose such information unless required to do so by subpoena or other legal
process. No information otherwise in the public domain (other than by an act
of the Executive in violation hereof) shall be considered confidential.
The Executive further agrees that all memoranda, notices,
files, records and other documents concerning the business of the Company, made
or compiled by the Executive during the period of his employment or made
available to him, shall be the Company's property and shall be delivered to the
Company upon its request therefor and in any event upon the termination of the
Executive's employment with the Company, provided, however, that the Executive
shall be permitted to retain copies of personal correspondence generated or
received by him during the Employment Term, subject to the use restrictions of
this Section 7(a).
(b) The Executive hereby agrees, in consideration of his
employment hereunder and in view of the confidential position to be held by the
Executive hereunder, that after any Termination of Employment, and through the
Expiration Date the Executive will not directly or indirectly induce any
employee of any of the Protected Companies (as defined below) to terminate such
employment or to become employed by any other media company.
(c) Should the Company make the election set forth in
Section 6(c)(ii), the Executive further agrees that, from and after the
Termination of Employment and through the Expiration Date, he shall not be
employed by or perform activities on behalf of, or have an ownership interest
in, (i) any radio or television broadcasting station or outdoor advertising
company serving the same "Area of Dominant Influence" (as reported by Arbitron)
as any of the radio or television broadcasting stations or outdoor advertising
company owned by the Company or its subsidiaries or affiliates, or the
subsidiaries or affiliates of any of the Company's direct or indirect
stockholders owning more than twenty percent (20%) of the Company (collectively
the "Protected Companies"), or (ii) any person, firm, corporation or other
entity, or in connection with any business enterprise, that is directly or
indirectly engaged in any of the radio, television, outdoor advertising or
related business activities in which the Company and its subsidiaries or the
Protected Companies have significant involvement (collectively, the "Competing
Business Areas"), in each case at the effective time of such Termination of
Employment (other than beneficial ownership of up to five percent (5%) of the
outstanding voting stock of a publicly traded company that owns such a
competitor).
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(d) The restrictions in this Section 7, to the extent
applicable, shall survive the termination of this Agreement and shall be in
addition to any restrictions imposed upon the Executive by statute or at common
law.
(e) The parties hereby acknowledge that the restrictions
in this Section 7 have been specifically negotiated and agreed to by the
parties hereto and are limited only to those restrictions necessary to protect
the Protected Companies from unfair competition. The parties hereby agree that
if the scope or enforceability of any provision, paragraph or subparagraph of
this Section 7 is in any way disputed at any time, and should a court find that
such restrictions are overly broad, the court may modify and enforce the
covenant to the extent that it believes to be reasonable under the
circumstances. Each provision, paragraph and subparagraph of this Section 7 is
separable from every other provision, paragraph, and subparagraph and
constitutes a separate and distinct covenant. The Executive acknowledges that
the Protected Companies operate in major and medium sized markets throughout
the United States and that the effect of Section 7(c) may be to prevent him
from working in the Competing Business Areas after his termination of
employment hereunder.
8. INJUNCTIVE RELIEF
The Executive hereby expressly acknowledges that any breach or
threatened breach by the Executive of any of the terms set forth in Section 7
of this Agreement may result in significant and continuing injury to the
Company, the monetary value of which would be impossible to establish.
Therefore, the Executive agrees that the Company shall be entitled to apply for
injunctive relief in a court of appropriate jurisdiction. The provisions of
this Section 8 shall survive the Employment Term.
9. PARTIES BENEFITED; ASSIGNMENTS
This Agreement 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
Agreement nor any rights or obligations hereunder may be assigned by the
Executive, other than by will or by the laws of descent and distribution.
10. NOTICES
Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at its then principal office, or to the
Executive at the address set forth in the preamble, as the case may be, or to
such other address or addresses as any party hereto may from time to time
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specify in writing for the purpose in a notice given to the other parties in
compliance with this Section 10. Notices shall be deemed given when received.
11. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.
12. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES
The Company shall indemnify the Executive to the fullest
extent permitted by the laws of the State of Delaware, as in effect at the time
of the subject act or omission, and shall advance to the Executive reasonable
attorneys' fees and expenses as such fees and expenses are incurred (subject to
an undertaking from the Executive to repay such advances if it shall be finally
determined by a judicial decision which is not subject to further appeal that
the Executive was not entitled to the reimbursement of such fees and expenses)
and he will be entitled to the protection of any insurance policies the Company
may elect to maintain generally for the benefit of its directors and officers
("Directors and Officers Insurance") against all costs, charges and expenses
incurred or sustained by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been a
director, officer or employee of the Company or any of its subsidiaries or his
serving or having served any other enterprise as a director, officer or
employee at the request of the Company (other than any dispute, claim or
controversy arising under or relating to this Agreement). The Company
covenants to maintain during the Employment Term for the benefit of the
Executive (in his capacity as an officer and director of the Company) Directors
and Officers Insurance providing benefits to the Executive no less favorable,
taken as a whole, than the benefits provided to the Executive by the Directors
and Officers Insurance maintained by the Company on the date hereof; provided,
however, that the Board may elect to terminate Directors and Officers Insurance
for all officers and directors, including the Executive, if the Board
determines in good faith that such insurance is not available or is available
only at unreasonable expense.
13. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE
The Executive represents and warrants to the Company that (a)
the Executive is under no contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of his
duties hereunder or the other rights of Company hereunder, and (b) the
Executive is under no physical or mental disability that would hinder the
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performance of his duties under this Agreement. Notwithstanding the foregoing,
the parties hereto recognize that the Executive is restricted from certain
activities within the State of Florida and in areas of Chattanooga, Tennessee
and Myrtle Beach, South Carolina, by the terms of an employment agreement with
Peterson Acquisition, Inc. ("Peterson"), the terms of which are, to the best of
the Executive's knowledge, presently enforceable by Clear Channel
Communications, Inc., pursuant to subsequent acquisition transactions involving
the business operations of Peterson (the "Clear Channel Agreement"), and
accordingly the Executive shall have no responsibilities that would violate the
non-competition provisions of the Clear Channel Agreement until the earlier to
occur of (i) January 1, 1999 or (ii) such time as the Executive obtains a
waiver of such non-competition provisions.
14. DISPUTES
Any dispute or controversy arising under, out of, in
connection with or in relation to this Agreement shall, at the election and
upon written demand of either the Executive or the Company, be finally
determined and settled by arbitration in the city of the Company's headquarters
in accordance with the rules and procedures of the American Arbitration
Association, and judgment upon the award may be entered in any court having
jurisdiction thereof. The Company shall pay the costs and expenses of such
arbitration and the fees of the Executive's counsel and experts unless the
finder of fact determines that the Company is the prevailing party in such
arbitration.
15. FACILITY OF PAYMENT
All cash payments to be made by the Company to or on behalf of
the Executive hereunder shall be an obligation of and made by Los Angeles.
16. MISCELLANEOUS
The provisions of this Agreement shall survive the termination
of the Executive's employment with the Company. This Agreement contains the
entire agreement of the parties relating to the subject matter hereof. This
Agreement supersedes any prior written or oral agreements or understandings
between the parties relating to the subject matter hereof. No modification or
amendment of this Agreement 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 Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement
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 Agreement, or the application thereof to any person or
circumstance,
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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 compensation provided to the Executive pursuant to this Agreement
shall be subject to any withholdings and deductions required by any applicable
tax laws. Any amounts payable under this Agreement to the Executive after the
death of the Executive shall be paid to the Executive's estate or legal
representative. 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. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be an original, but such
counterparts shall together constitute one and the same agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first written above.
CHANCELLOR MEDIA CORPORATION
CHANCELLOR MEDIA CORPORATION OF
LOS ANGELES
By: /s/ JEFFREY A. MARCUS
-----------------------------------------
Jeffrey A. Marcus
President and Chief Executive Officer
/s/ JEFFREY A. MCLAUGHLIN, JR.
--------------------------------------------
James A. McLaughlin, Jr.
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