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Exhibit 10(b)
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of
March 1, 2001 by and between REGENT COMMUNICATIONS, INC., a Delaware corporation
(the "Company"), and TERRY S. JACOBS ("Employee").
RECITALS
WHEREAS, the Company is engaged in the business, either directly or
through affiliates, of owning and operating radio broadcasting stations (the
"Business"), with principal offices in Covington, Kentucky. For purposes of this
Agreement, the term "Company" shall include the Company, its subsidiaries,
affiliates, and assignees and any successors in interest of the Company and its
subsidiaries and/or affiliates.
WHEREAS, Employee has been actively engaged in the radio broadcasting
business since 1979 and has extensive knowledge and a unique understanding of
the operation of the Business.
WHEREAS, the Company desires to employ Employee, and Employee desires
to be employed by the Company, as Chairman and Chief Executive Officer of the
Company.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. EMPLOYMENT.
1.1 ENGAGEMENT OF EMPLOYEE. The Company agrees to employ
Employee and Employee agrees to accept employment as the Chairman and Chief
Executive Officer of the Company, all in accordance with the terms and
conditions of this Agreement.
1.2 DUTIES AND POWERS.
(a) During the Employment Period, Employee will serve
as the Company's Chairman and Chief Executive Officer, and will have such
responsibilities, duties and authority as customarily held by executives in such
a position in comparable companies, and will render services of an executive and
administrative character, and act in such other executive capacity for the
Company, as the Company's board of directors (the "Board") shall from time to
time direct. Employee shall devote his reasonable best efforts, energies and
abilities to the business and affairs of the Company. Employee shall perform the
duties and carry out the responsibilities assigned to him, to the best of his
ability, in a diligent, trustworthy and businesslike manner for the purpose of
advancing the business of the Company and in a manner he reasonably believes to
be in and not opposed to the best interests of the Company.
(b) Employee acknowledges that his duties and
responsibilities will require his concentrated business efforts and agrees that
during the Employment Period he will not
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engage directly or indirectly in any other business activity or have any
business pursuits or interests which materially interfere or conflict with the
performance of Employee's duties hereunder or which compete directly with the
Company; provided, however, nothing in this Section 1.2 shall be deemed to
prohibit Employee from investing in the stock of any competing corporation
listed on a national securities exchange or traded in the over-the-counter
market, but only if his associates (as such term is defined in Regulation 14A
promulgated under the Securities Exchange Act of 1934, as in effect on the date
hereof), collectively, do not own more than an aggregate of three percent of the
stock of such corporation. Notwithstanding the foregoing or anything else in
this Agreement to the contrary, the parties agree and acknowledge that Employee
currently serves as a member of the board of directors of National Grange
Insurance Company and affiliates, and may continue to do so throughout the
Employment Period so long as such activities do not materially interfere with
any of Employee's other obligations to the Company hereunder. In addition,
Employee may serve on additional boards of directors during the Employment
Period and volunteer his service to charitable, business and other public
service agencies, clubs or organizations so long as such board or other service
does not materially interfere or conflict with the performance of Employee's
duties hereunder and so long as such activities are not rendered for a
competitor of the Company. Any and all fees or remuneration paid to Employee in
consideration of work and services performed outside the scope of Employee's
employment hereunder shall inure to the benefit of Employee.
(c) The parties hereto agree that none of Employee's
duties hereunder shall require him to, and Employee agrees that he will not
without the consent of the Board, which consent shall not be unreasonably
withheld, change his personal residence from the Greater Cincinnati, Ohio SMSA
Area.
1.3 EMPLOYMENT PERIOD. Employee's employment under this
Agreement shall begin effective on March 1, 2001 and shall continue through and
until February 29, 2004 (the "Initial Period") unless extended as provided in
this Section 1.3. This Agreement shall automatically be extended for additional
consecutive three-year periods ("Renewal Periods") unless either party desires
to terminate this Agreement and notifies the other party in writing at least
sixty (60) days prior to the end of the then current Initial Period or Renewal
Period. The Initial Period and the Renewal Periods are hereinafter referred to
collectively as the "Employment Period." Notwithstanding anything to the
contrary contained herein, the Employment Period is subject to termination
pursuant to Section 1.4 and Section 1.5 below.
1.4 TERMINATION BY THE COMPANY. The Company has the right to
terminate Employee's employment under this Agreement, by notice to Employee in
writing at any time, (i) for "Cause," (ii) without Cause for any or no reason,
and (iii) due to the Disability of Employee. Any such termination shall be
effective upon the date of service of such notice pursuant to Section 15. This
Agreement shall terminate automatically upon Employee's death.
"Cause" as used herein means the occurrence of any of the following
events:
(a) the determination by the Board in the exercise of
its reasonable judgment that Employee has committed an act or acts constituting
(i) a crime involving moral turpitude, dishonesty or theft, (ii) dishonesty or
disloyalty with respect to the Company, or (iii) fraud;
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(b) the determination by the Board in the exercise of
its reasonable judgment that Employee has committed an act that indicates
alcohol or drug abuse by Employee that adversely affects his performance
hereunder;
(c) a material breach by Employee of any of the terms
and conditions of Sections 3 or 4 of this Agreement; or
(d) Employee's gross negligence, habitual neglect, or
intentional misconduct in the performance of his duties hereunder.
Employee shall be deemed to have a "Disability" for purposes of this
Agreement if Employee shall be unable, by reason of illness or physical or
mental incapacity or disability (from any cause or causes whatsoever), to
perform Employee's essential job functions hereunder, whether with or without
reasonable accommodation by the Company, in substantially the manner and to the
extent required hereunder prior to the commencement of such Disability, for a
total period of 90 days in any 180-day period. In the event Employee shall be
under a Disability, the Company shall have the right to terminate Employee's
employment hereunder during the continuance of such Disability upon at least
thirty (30) days prior written notice to Employee. Such determination shall not
be arbitrary or unreasonable, and the Board shall take into consideration the
opinion of Employee's personal physician, if reasonably available, as well as
applicable provisions of the Americans with Disabilities Act, but such
determination by the Board, if not arbitrary or unreasonable, shall be final and
binding on the parties hereto.
1.5 TERMINATION BY EMPLOYEE. Employee has the right to
terminate his employment under this Agreement for any or no reason, upon ninety
(90) days prior written notice to the Company.
1.6 BOARD OF DIRECTORS AND RESIGNATION. Throughout the
Employment Period, the Company agrees to seek to cause Employee to be elected to
the Board. Unless by virtue of his beneficial ownership of voting stock of the
Company he has voting control over a number of shares sufficient to assure his
election to the Board, upon the termination of Employee's employment with the
Company for any reason, Employee shall be deemed to have automatically resigned
from any position he may then hold on the Board. Such resignation shall be
deemed effective immediately without the requirement that a written resignation
be delivered.
1.7 INDEMNITY. The Company shall indemnify Employee and hold
him harmless to the fullest extent permissible under applicable law for all acts
or decisions made by him in good faith while performing services for the
Company. The Company shall also use its best efforts to obtain coverage for him
under any insurance policy obtained during the term of this Agreement covering
the other officers and directors of the Company against lawsuits.
2. COMPENSATION AND BENEFITS.
2.1 BASE COMPENSATION. During the Employment Period, the
Company will pay Employee an annual base salary of $320,000 per annum (the "Base
Salary"), payable in
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accordance with the Company's regular payroll policy for senior executive
salaried employees. At least once every twelve (12) months, the Board shall
perform an annual review of Employee's Base Salary based on Employee's
performance of his duties and the Company's other compensation policies and make
such increase thereto as it deems appropriate, provided that at each such
twelve-month interval the Base Salary shall be increased from its level during
the prior twelve-month period at least by a percentage no less than the
percentage increase in the Consumer Price Index - All Items during such prior
twelve-month period. Upon termination of the Employment Period, the Base Salary
for any partial year will be prorated based on the number of days elapsed in
such year during which the Employment Period had continued.
2.2 DISCRETIONARY BONUS. Within seventy five (75) days
following the end of each fiscal year, the Board, as part of its annual review
of Employee's performance, shall consider in its sole discretion the merits of a
bonus to Employee, and in the event a bonus is warranted, shall cause the
Company to award to Employee a bonus (the "Discretionary Bonus") for such year
in an amount to be determined by the Board in its reasonable judgment based upon
the Employee's and the Company's performance and the achievement of reasonably
attainable goals and objectives established by the Board in consultation with
Employee for such year. For purposes of a guideline, an assessment by the Board
that Employee's performance has been "good" should merit a Discretionary Bonus
equal to at least sixty percent (60%) of Employee's Base Salary for that year,
with higher percentages of Base Salary for "excellent" and "outstanding"
performances, a lesser percentage of Base Salary for only "satisfactory"
performance, and no Discretionary Bonus for "poor" performance.
2.3 STOCK OPTIONS. It is agreed that, in addition to and not
in lieu of Discretionary Bonuses, the Company will, from time to time and on
such terms and conditions as the Board shall deem appropriate, in its sole
discretion, grant to Employee pursuant to the Company's 1998 Management Stock
Option Plan qualified and/or non-qualified options to acquire common stock of
the Company.
2.4 BENEFITS. In addition to the Base Salary, any
Discretionary Bonus and any stock options payable or granted to Employee
hereunder, Employee will be entitled to the following benefits during the
Employment Period:
(a) payments of premiums for hospitalization,
disability, life and health insurance, to the extent offered by the Company, and
in amounts consistent with Company policy, for all key management employees, as
reasonably determined by the Board;
(b) up to four (4) weeks paid vacation each year with
salary, provided that unused vacation time shall not be carried over to
subsequent years;
(c) reimbursement for reasonable, ordinary and
necessary out-of-pocket business expenses incurred by Employee in the
performance of his duties, subject to the Company's policies in effect from time
to time with respect to travel, entertainment and other expenses, including
without limitation, requirements with respect to reporting and documentation of
such expenses;
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(d) use of an automobile at the Company's expense
which shall include expenses for parking in the area of the Company's offices
and for comprehensive insurance coverage for the automobile; and
(e) other benefit arrangements and perquisites,
including a 401(k) or similar tax deferral plan, to the extent made generally
available by the Company to its executives and key management employees.
2.5 TAXES, ETC. All compensation payable to Employee hereunder
is stated in gross amount and shall be subject to all applicable withholding
taxes, other normal payroll and any other amounts required by law to be
withheld.
2.6 COMPENSATION AFTER TERMINATION.
(a) If the Employment Period is terminated (i) by the
Company without Cause; (ii) by reason of Employee's Disability; or (iii) through
expiration of the Employment Period or death of Employee, then, (1) all shares
of the Company's capital stock beneficially owned by the Employee may, at the
Company's election, be repurchased by the Company for cash equal to the fair
market value thereof at the effective date of termination (with the cash payment
in full made promptly after a termination pursuant to this Section 2.6(a)(i) or
2.6(a)(iii) and with the cash payment made in three equal consecutive annual
installments beginning on the date of termination pursuant to this Section
2.6(a)(ii)); (2) except as otherwise provided in the specific terms of the
option agreement or grant, all unvested options to purchase stock of the Company
held by Employee shall cease and terminate as of the date of termination, and
all vested but unexercised options to purchase stock of the Company held by
Employee may, at the Company's election, be repurchased by the Company
(according to the same payment terms as apply to shares of the Company's capital
stock) for an amount constituting the excess of fair market value of the shares
subject to the options over the exercise price of the options, if any, and if
there is no such excess, then such options may be repurchased by the Company for
one hundred dollars ($100) in the aggregate; whereupon, the Company shall have
no further obligations hereunder or otherwise with respect to Employee's
employment from and after the termination or expiration date (except for the
unpaid installments and payment of Employee's current Base Salary accrued
through the date of termination or expiration) and the Company shall continue to
have all other rights available hereunder (including without limitation, all
rights under Sections 3 and 4 at law or in equity). For purposes of this
Agreement, "fair market value" of shares of the Company's capital stock shall be
determined as follows:
i. If the Company's stock is listed on a national
securities exchange, the fair market value shall be the average of the highest
and lowest selling price of a share of stock on such exchange on the date of
termination, or if there were no sales on such date, then on the next prior
business day on which there were sales.
ii. If the stock is traded other than on a
national securities exchange, the fair market value shall be the average between
the closing bid and asked price on the date of termination, as reported by the
National Association of Securities Dealers Automated Quotation System or such
other source of quotations for, or reports of trading of, the stock as the
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Board of Directors may select from time to time, or if there is no bid and asked
price on said date, then on the next prior business day on which there was a bid
and asked price.
If neither of the methods described in (i) or (ii) above is available,
and the Company and the Employee cannot agree on the fair market value within
thirty (30) days after termination, then each of the Company and the Employee
shall promptly appoint an appraiser, who will in turn promptly select a third
appraiser, and the three appraisers will, within thirty (30) days of their
appointment, determine the fair market value of the stock in such manner as a
majority of them deems appropriate.
Any shares of stock and any options purchased by the Company shall be
transferred to the Company free and clear of all liens, encumbrances or rights
of third parties.
(b) If the Employment Period is terminated by the
Company because of Employee's Disability, the Company agrees to continue to pay
Employee his current Base Salary during such period of Disability, said payments
to continue for a maximum of one year. Thereafter, Employee shall be paid by the
Company's insurer, if any, such disability benefits as may be paid to any
employee of the Company under any disability plan then in effect, if any.
(c) If the Employment Period is terminated by the
Company without Cause, Employee shall be entitled to receive as severance pay
(in addition to the payment of the Base Salary through the date of termination
as well as a prorated Discretionary Bonus) an amount equal to the greater of (i)
his current Base Salary for a period equal to twelve (12) months and (ii)
Employee's current Base Salary for the remainder of the current Initial or
Renewal Period, such amount to be payable in regular installments in accordance
with the Company's general payroll practices for salaried employees. Employee
shall have no obligation to mitigate these post-employment payments by seeking
other employment. Except pursuant to Section 2.6(a), the Company shall have no
other obligations hereunder or otherwise with respect to Employee's employment
from and after the termination or expiration date, and the Company shall
continue to have all other rights available hereunder (including, without
limitation, all rights under Sections 3, 4, and 6 at law or in equity).
(d) If the Employment Period is terminated pursuant
to Section 2.6(a)(iii), 2.6(b), or 2.6(c) above, Employee shall be entitled to
receive, at such time it would otherwise be payable, any Discretionary Bonus
which would have been payable, based upon the Company's performance over the
full fiscal year, prorated for that portion of the fiscal year during which the
Employee was employed by the Company.
2.7 PROFIT SHARING, PENSION AND SALARY DEFERRAL BENEFITS. It
is understood by the parties to this Agreement that, during the Employment
Period, Employee shall be entitled to participate in or accrue benefits under
any pension, salary deferral or profit sharing plan now existing or hereafter
created for employees of the Company upon terms and conditions equivalent to
those which the Company may provide for other senior executive employees.
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3. COVENANT NOT TO COMPETE.
3.1 NON-COMPETITION. Employee agrees that during the
Employment Period and for the 18-month period immediately following the
termination of his employment with the Company, he shall not, within a
seventy-five (75) mile radius of any radio station transmission tower or studio
then owned or operated, directly or indirectly, by the Company (the
"Territory"), engage in any of the following activities:
(a) Directly or indirectly enter into the employ or
render any service to or act in concert with any person, partnership,
corporation or other entity engaged in the ownership or operation of radio
stations (the "Radio Business") with a radio station transmission tower or
studio located within the Territory; or
(b) Directly or indirectly engage in the Radio
Business with a radio station transmission tower or studio located within the
Territory on his own account; or
(c) Become interested in any such Radio Business with
a radio station transmission tower or studio located within the Territory
directly or indirectly as an individual, partner, shareholder, director,
officer, principal, agent, employee, consultant, creditor or in any other
relationship or capacity; provided, that the purchase of a publicly traded
security of a corporation engaged in the Radio Business shall not in itself be
deemed violative of this Agreement so long as Employee does not own, directly or
indirectly, more than 3% of the securities of such corporation.
3.2 NON-SOLICITATION. Employee agrees that during the
Employment Period and for the 18-month period immediately following the
termination of his employment with the Company, he shall not (other than in the
regular course of the Company's business) within the Territory solicit, directly
or indirectly, business of the type then being performed by the Company from any
person, partnership, corporation or other entity which is a customer of the
Company at the time Employee's employment with the Company terminates, or was
such a customer within the one-year period immediately prior thereto, or to the
knowledge of Employee at the date of termination of employment, is a person,
partnership, corporation or other entity with which the Company plans to do a
substantial amount of business within the one-year period after such termination
of employment.
4. NON-INDUCEMENT AND NON-DISCLOSURE.
4.1 NON-INDUCEMENT. Employee agrees that during the Employment
Period and for a one-year period immediately following the termination of his
employment with the Company, he shall not directly or indirectly, individually
or on behalf of persons not parties to this Agreement, aid or endeavor to
solicit or induce any of the Company's employees to leave their employment with
the Company in order to accept employment with Employee or another person,
partnership, corporation or other entity.
4.2 NON-DISCLOSURE. At no time shall Employee divulge, furnish
or make accessible to anyone (other than in the regular course of the Company's
business) any knowledge or
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information with respect to confidential information or data of the Company, or
with respect to any confidential information or data of any of the customers of
the Company, or with respect to any other confidential aspect of the business or
products or services of the Company or its customers. Upon termination of his
employment with the Company, Employee shall return to the Company all records,
documents and material containing confidential information of the Company
prepared by Employee or coming into his possession by virtue of his employment
with the Company, including all copies thereof.
5. EFFECT OF TERMINATION WITHOUT CAUSE. Notwithstanding the provisions
of Sections 3 and 4 above, the restrictions imposed upon Employee in Sections
3.1, 3.2, and 4.1 of this Agreement during the period following the termination
of his employment hereunder shall apply in the event Employee's employment
hereunder is terminated by the Company without cause pursuant to Section 1.4(ii)
only for a period of one year provided Employee has received and has elected to
accept the severance pay under Section 2.6(c).
6. REMEDIES. Employee acknowledges and agrees that the covenants set
forth in Sections 3 and 4 of this Agreement (collectively, the "Restrictive
Covenants") are reasonable and necessary for the protection of the Company's
business interests and compliance therewith will not deprive Employee of the
ability to earn a suitable living, that irreparable injury will result to the
Company if Employee breaches any of the terms of the Restrictive Covenants, and
that in the event of Employee's actual or threatened breach of any such
Restrictive Covenants, the Company will have no adequate remedy at law. Employee
accordingly agrees that in the event of any actual or threatened breach by him
of any of the Restrictive Covenants, the Company shall be entitled to immediate
temporary injunctive and other equitable relief, without the necessity of
showing actual monetary damages, subject to hearing as soon thereafter as
possible. In such event, the periods of time referred to in Sections 3 and 4
shall be deemed extended for a period equal to the respective period during
which Employee is in breach thereof, in order to provide for injunctive relief
and specific performance for a period equal to the full term thereof. Nothing
contained herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of any damages which it is able to prove. The covenants contained
in Section 4 and 5 shall be construed as separate covenants, and if any court
shall finally determine that the restraints provided for in any such covenants
are too broad as to the geographic area, activity or time covered, said area,
activity or time covered may be reduced to whatever extent the court deems
reasonable and such covenants shall be enforced as to such reduced area,
activity or time. Employee shall indemnify and hold Company harmless from any
liability, loss, damage, judgment, cost or expense (including reasonable
attorneys' fees and expenses) arising out of any claim or suit resulting from
Employee's breach of these covenants or his failure to perform a duty hereunder.
7. NO OTHER NON-COMPETE AGREEMENTS. Notwithstanding anything to the
contrary contained herein, Employee hereby represents, warrants and covenants to
Company that Employee (i) is not a party to nor bound by any non-competition,
non-solicitation, confidentiality or other agreement of any kind which would
conflict with or prevent his employment hereunder or the full performance of all
of his duties hereunder, and (ii) has not, and will not, wrongfully use any
confidential information or know-how taken from another employer. Employee
hereby agrees to indemnify and hold the Company harmless from any claim, loss,
damage and expense hereafter
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incurred by the Company as a result of any breach of the foregoing
representations, warranties or covenants made by Employee in this Section.
8. LIFE INSURANCE. The Company may at its discretion and at any time
apply for and procure as owner and for its own benefit and at its own expense,
insurance on the life of Employee in such amounts and in such form or forms as
the Company may choose. Employee shall cooperate with the Company in procuring
such insurance and shall, at the request of the Company, submit to such medical
examinations, supply such information and execute such documents as may be
required by the insurance company or companies to whom the Company has applied
for such insurance. Employee shall have no interest whatsoever in any such
policy or policies, except that, upon the termination of Employee's employment
hereunder, Employee shall have the privilege of purchasing any such insurance
from the Company for an amount equal to the actual premiums thereon previously
paid by the Company.
9. INCOME TAX TREATMENT. Employee and the Company acknowledge that it
is the intention of the Company to deduct all amounts paid under Section 2
hereof as ordinary and necessary business expenses for income tax purposes.
Employee agrees and represents that he will treat all amounts paid hereunder as
ordinary income for income tax purposes, and should he report such amounts as
other than ordinary income for income tax purposes, he will indemnify and hold
the Company harmless from and against any and all taxes, penalties, interest,
costs and expenses, including reasonable attorneys' and accounting fees and
costs, which are incurred by the Company directly or indirectly as a result
thereof.
10. ASSIGNMENT. No party hereto may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other
party hereto, provided, however, the Company shall have the right to assign all
or any part of its rights and obligations under this Agreement to (i) any
affiliate of the Company to which the Business is assigned at any time or (ii)
the purchaser of all or substantially all of the assets of the Company. Except
as otherwise expressly provided herein, all covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and permitted assigns of the
parties hereto whether so expressed or not.
11. SEVERABILITY. Whenever possible, each provision of this agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
12. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.
13. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings in
this Agreement are inserted for convenience of reference only and are not
intended to be part of or to affect the meaning or interpretation of this
Agreement. The use of the word "including" in this Agreement shall be by way of
example rather than by limitation.
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14. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given if (i) delivered personally
to the recipient, (ii) sent to the recipient by reputable express courier
service (charges prepaid) or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, or (iii) transmitted by
telecopy to the recipient with a confirmation copy to follow the next day to be
delivered by overnight carrier. Such notices, demands and other communications
shall be sent to the addresses indicated below:
(a) If to Employee: (b) If to the Company:
Terry S. Jacobs Regent Communications, Inc.
100 East RiverCenter Blvd. 100 East RiverCenter Boulevard
9th Floor 9th Floor
Covington, KY 41011 Covington, Kentucky 41011
Facsimile No. 859/292-0352 Facsimile No.: 859/292-0352
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party. Date
of service of such notice shall be (w) the date such notice is personally
delivered, (x) three days after the date of mailing if sent by certified or
registered mail, (y) one day after the date of delivery to the overnight courier
if sent by overnight courier or (z) the next business day after the date of
transmittal by telecopy.
15. PREAMBLE; PRELIMINARY RECITALS. The Preliminary Recitals set forth
in the Preamble hereto are hereby incorporated and made part of this Agreement.
16. WAIVER. No modification, termination or attempted waiver of this
Agreement shall be valid unless in writing and signed by the party against whom
the same is sought to be entered. Either party's failure to enforce any
provision or provisions of this Agreement shall not in any way be construed as a
waiver of any such provision or provisions as to any future violations thereof,
nor prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties herein are cumulative and the
waiver by a party of any single remedy shall not constitute a waiver of such
party's right to assert all other legal remedies available to him or it under
the circumstances.
17. ADDITIONAL OBLIGATIONS. Both during and after the Employment
Period, Employee shall, upon reasonable notice, furnish the Company with such
information as may be in Employee's possession, and cooperate with the Company,
as may reasonably be requested by the Company (and, after the Employment Period,
with due consideration for Employee's obligations with respect to any new
employment or business activity) in connection with any litigation in which the
Company or any affiliate is or may become a party. The Company shall reimburse
Employee for all reasonable expenses incurred by Employee in fulfilling
Employee's obligations under this Section 17.
18. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this
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Agreement shall be governed by, the laws of the Commonwealth of Kentucky without
giving effect to provisions thereof regarding conflict of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY:
REGENT COMMUNICATIONS, INC.
By: William L. Stakelin
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Title: President
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EMPLOYEE:
/s/ Terry S. Jacobs
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Terry S. Jacobs
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