iHeartMedia 2004 Annual Report Download - page 113

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EXHIBIT 10.14 - Employment Agreement
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AGREEMENT, dated effective as of March 10, 2005, by and between Clear
Channel Communications, Inc., a Texas corporation (the "Company"), and L. Lowry
Mays ("Executive").
WHEREAS, the Company and the Executive previously entered into that
certain Employment Agreement dated as of October 1, 1999 (the "Existing
Agreement"); and
WHEREAS, the Company and the Executive desire to amend and restate the
terms of the Existing Agreement between the Company and the Executive;
NOW THEREFORE, IN CONSIDERATION of the premises and the mutual covenants
set forth below, the parties hereby agree to amend and restate the Existing
Agreement as follows:
1. Employment. The Company hereby agrees to continue to employ
Executive as the Chairman of the Board, and Executive hereby accepts such
continued employment, on the terms and conditions hereinafter set forth.
2. Term. The period of employment of Executive by the Company under
this Agreement (the "Employment Period") shall commence on March 10, 2005 (the
"Commencement Date") and shall continue through the seventh anniversary thereof;
provided, that, the Employment Period shall automatically be extended for one
(1) additional day each day during the Employment Period unless either party
gives written notice not to extend this Agreement. The Employment Period may be
sooner terminated by either party in accordance with Section 6 of this
Agreement.
3. Position and Duties. During the Employment Period, Executive
shall serve as Chairman of the Board, and shall report solely and directly to
the Company’s Board of Directors (the "Board"). Executive shall have those
powers and duties normally associated with the position of Chairman of entities
comparable to the Company and such other powers and duties as may be prescribed
by the Board; provided that, such other powers and duties are consistent with
Executive’s position as Chairman. Executive shall devote as much of his working
time, attention and energies during normal business hours (other than absences
due to illness or vacation) to satisfactorily perform his duties for the
Company. Notwithstanding the above, Executive shall be permitted, to the extent
such activities do not substantially interfere with the performance by Executive
of his duties and responsibilities hereunder to (i) manage Executive’s personal,
financial and legal affairs, (ii) to serve on civic or charitable boards or
committees (it being expressly understood and agreed that Executive’s continuing
to serve on any such board and/or committees on which Executive is serving, or
with which Executive is otherwise associated, as of the Commencement Date shall
be deemed not to interfere with the performance by Executive of his duties and
responsibilities under this Agreement) and (iii) deliver lectures or fulfill
speaking engagements. During the Employment Period, Executive shall also serve
as a director of the Company.