iHeartMedia 2003 Annual Report Download - page 158

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such notice has been given on or after February 1, 2005 and provided Employee is
ready, willing and able to perform such reasonable duties as the Company may
direct during such notice period; and (2) Pay Employee any payments to which he
may be entitled under any applicable employee benefit plan (according to the
terms of such plans and policies); and (3) Pay Employee $1,600,000.00 over 3
years commencing on the effective date of the termination and in accordance with
the Company’s standard payroll practices as consideration for the non-compete
obligations in Section 6, above.
(E) TERMINATION BY EMPLOYEE. If the Employee gives the notice described
above in Section 7(d) the Company shall continue to pay Employee during the
remainder of the one year notice period and after the expiration of this
Agreement shall pay Employee an additional year of his then current salary as
consideration for the non-compete obligations of Section 6, above.
(F) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS.
Upon complying with Subparagraphs 8(a) through 8(e) above, as applicable, the
Company will have no further obligations to the Employee except as otherwise
expressly provided under this Agreement, provided that such compliance will not
adversely affect or alter the Employee’s rights under any employee benefit plan
of the Company in which the Employee has a vested interest, unless, otherwise
provided in such employee benefit plan or any agreement or other instrument
attendant thereto.
9. PARTIES BENEFITED; ASSIGNMENTS.
This Agreement shall be binding upon the Employee, his heirs and his
personal representative or representatives, and upon the Company and its
respective successors and assigns. Neither this Agreement nor any rights or
obligations hereunder may be assigned by the Employee, other than by will or by
the laws of descent and distribution.
10. NOTICES.
Any notice provided for in this Agreement will be in writing and will be
deemed to have been given when delivered or mailed by United States registered
or certified mail, return receipt requested, postage prepaid. If to the Board or
the Company, the notice will be sent to Mark P. Mays, 200 E. Basse Road, San
Antonio, TX 78209 and a copy of the notice will be sent to Kenneth J. Wyker, 200
E. Basse Road, San Antonio, TX 78209. If to the Employee, the notice will be
sent to 30899 Venturer, Fair Oaks Ranch, TX 78015 and a copy of the notice will
be sent to Michael Hogan_______________________________________________. Such
notices may alternatively be sent to such other address as any party may have
furnished to the other in writing in accordance with this Agreement, except that
notices of change of address shall be effective only upon receipt.
11. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Texas without giving effect to any choice of law
or conflict provisions or rule (whether of the State of Texas or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Texas and the Employee hereby expressly
6