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Exhibit 20(c)
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), effective as of
June 15, 1998 by and between REGENT COMMUNICATIONS, INC., a Delaware corporation
(the "Company"), and JOEL M. FAIRMAN ("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 1985 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 Vice Chairman of the Board of Directors 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 Vice Chairman of the Board of
Directors 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 Vice Chairman of the Board of Directors 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. The foregoing duties and responsibilities shall include
those set forth on Exhibit A attached hereto. Employee shall devote his 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.
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(b) Employee acknowledges that his duties and responsibilities
will require his concentrated business efforts and agrees that during the
Employment Period he will not 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 14(A) 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, 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' 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 Old Brookville, New York SMSA Area.
1.3 EMPLOYMENT PERIOD. Employee's employment under this Agreement
shall begin on the date hereof and shall continue through and until the second
anniversary of the date hereof (the "Initial Period"). Employee shall be
employed as a consultant to the Company, in accordance with a standard Company
consulting agreement to be executed, for a one year period (the "Consulting
Period") following the end of the Initial Period. The Initial Period and the
Consulting Period are hereinafter collectively referred to 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 and for two years thereafter unless Employee's employment has been
terminated for cause, the Company agrees to seek to cause Employee to be elected
to the Board. Compensation for serving as a director after expiration of the
Employment Period will be the same as for all other outside directors. 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 Cause,
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.
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2. COMPENSATION AND BENEFITS.
2.1 BASE COMPENSATION. During the Employment Period, the Company
will pay Employee an annual base salary of $190,000.00 per annum (the "Base
Salary") ( contingent upon Faircom Inc. corporate expenses for the fiscal year
ended December 31, 1997 having been reduced by at least $27,000 annually during
the Employment Period), payable in accordance with the Company's regular payroll
policy for senior executive salaried employees. Employee represents and warrants
that Faircom Inc. has reduced such corporate expenses by at least $27,000
annually over each of the three years by eliminating those expenses listed on
Exhibit B, and the Company agrees that the elimination of such expenses
satisfies such contingency. 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.
2.3 STOCK OPTIONS. In addition to and not in lieu of Discretionary
Bonuses, the Company may, from time to time and on such terms and conditions as
the Board shall deem appropriate, in its sole discretion, grant to Employee
qualified and/or non-qualified options to acquire capital stock of the Company
pursuant to the Company's 1998 Management Stock Option Plan.
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 comprehensive insurance coverage for the automobile;
(e) lease of Suite 220, Old Brookville offices, pursuant to
existing lease terms, which lease will be renewed for a three (3) year term
commencing March 1, 1998 and ending February 28, 2001; and
(f) 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 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; 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 payment of
Employee's current Base Salary accrued through the date of termination or
expiration and any deferred payments provided for herein) 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).
(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 six months. 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 Base Salary for a period equal to twelve (12) months and (ii) Employee's
Base Salary for the remainder of the Employment 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).
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(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.
3. COVENANT NOT TO COMPETE.
3.1 NON-COMPETITION. Employee agrees that during the Employment
Period and for the 18-month period immediately thereafter, he shall not, within
a seventy (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 thereafter, 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.
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4. NON-INDUCEMENT AND NON-DISCLOSURE.
4.1 NON-INDUCEMENT. Employee agrees that during the Employment
Period and for a one-year period immediately thereafter, 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 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 not apply in the event Employee's employment
hereunder is terminated by the Company without cause pursuant to Section
1.4(ii).
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
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(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 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. Notwithstanding the foregoing, as of the date of this
Agreement the ownership of Term Life Policy No. 0000263362, underwritten by
William Penn Co. on the life of Employee, shall be conveyed to Employee, and the
Company shall pay the premiums on such policy during the Employment Period. The
Company shall have no obligation to pay insurance premiums or any other
liability whatsoever with respect to Universal Life Policy No. 0700000882,
underwritten by William Penn Co. on the life of Employee, and owned by Employee.
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
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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.
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:
Joel M. Fairman
333 Glen Head Road
Suite 220
Old Brookville, New York 11545
Facsimile No.: 516/676-2631
(b) If to the Company:
Regent Communications, Inc.
50 East RiverCenter Boulevard
Suite 180
Covington, Kentucky 41011
Facsimile No.: 606/292-0352
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.
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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 Agreement shall be governed by, the laws
of the Commonwealth of Kentucky without giving effect to provisions thereof
regarding conflict of laws.
19. ENTIRE AGREEMENT. This Agreement, together with the Exhibits hereto,
embodies the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
REGENT COMMUNICATIONS, INC.
By: /s/ Terri S. Jacobs
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Title: Chairman and CEO
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EMPLOYEE:
/s/ Joel M. Fairman
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Joel M. Fairman
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EXHIBIT A
TO
EXECUTIVE EMPLOYMENT AGREEMENT
1. Assist in the coordination and transition of the Regent and Faircom
operations to ensure a smooth merger.
2. Serve as part of acquisition committee to assist Regent's future
development and growth, utilizing knowledge, resources and contacts.
3. Shareholder relations.
4. Coordination of relationships with market makers, brokerage research firms
and the like relating to public shares outstanding.
5. Coordinate acquisition agreements and other related matters.
6. Assist the Chairman and CEO with investment banking, commercial banking
and other financial and capital matters.
7. Other duties determined by Chairman and Board.
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EXHIBIT B
TO
EXECUTIVE EMPLOYMENT AGREEMENT
1. The lease for Suite 280 in 333 Glen Head Road, Old Brookville, New
York, was terminated as of February 28, 1998. The rental expense for Suite 280
contained in Faircom Inc.'s corporate expenses for the fiscal year ended
December 31, 1997 was $16,322.28.
2. As of the effective date of the Merger, Regent will no longer be
responsible for payment of insurance premiums on Universal Life Policy No.
0700000882, underwritten by William Penn Co. on the life of Employee, for which
the premiums paid in 1997 were $17,000. In the fiscal year ended December 31,
1997 these premiums were "grossed up" to $29,573.59 and this amount was included
in Faircom's corporate expenses. Regent will be responsible for Term Life Policy
No. 0000263362, underwritten by William Penn Co. on the life of Employee, for
which the premiums paid in 1997 were $10,810.80 and that amount was included in
Faircom's 1997 corporate expenses. Since this Term Life Policy will become a
so-called "key-man" life policy, the premium will be "grossed up" to $18,639.32.
This would result in an addition to Faircom Inc. corporate expense of $7,828.52
($18,639.32 minus $10,810.80) offset by the elimination of $29,573.59 corporate
expense, a net saving of $21,745.07 in Faircom corporate expense.
3. The sum of $16,322.28 and $21,745.07 is $38,067.35.
4. Employee represents and warrants that since December 31, 1997, Faircom
Inc. has not entered into any agreements, obligations or commitments, other than
in connection with activities relating to (i) the Agreement of Merger of Faircom
Inc., Regent Merger Corp., Regent Communications, Inc., Blue Chip Capital Fund
II Limited Partnership and Miami Valley Venture Fund, L.P., dated as of December
5, 1997, as amended, and (ii) the Shelby acquisition, which will increase the
continuing corporate expense obligations of the Faircom operations not referred
to above to an aggregate amount in excess of the aggregate amount of such other
expenses incurred for the year ended December 1997. The foregoing representation
shall not in any manner modify the terms of this Agreement and shall in no way
be deemed to restrict the level of corporate expenses of the former Faircom
operations from and after the date hereof which have been approved by the
appropriate officers or by the directors of the Company.