Exhibit 10.1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS Clear Channel Communications, Inc. (hereinafter referred to as “Company”) and L. Lowry
Mays (hereinafter referred to as “Executive”) entered into an Employment Agreement dated as of
October 1, 1999; and
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment
Agreement dated as of March 10, 2005 (hereinafter referred to as
the “2005 Agreement”); and
WHEREAS, in reference to the transaction contemplated by the Agreement and Plan of Merger
between BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and
the Company, dated November 16, 2006 (the “Merger Agreement”), the Company and the Executive desire
to amend the above-referenced 2005 Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties enter into this Second Amendment to
Employment Agreement (“Second Amendment”).
The Effective Date of this Second Amendment is November 16, 2006.
As of the Effective Date of this Second Amendment, all rights and obligations of the parties
with respect to the contents hereof shall be set forth in this Second Amendment and the 2005
Agreement, as amended hereby. The 2005 Agreement is not superseded except to the extent modified
by this Second Amendment.
| 1. |
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Section 6(d)(viii) of the 2005 Agreement is deleted in its entirety and replaced as follows: |
(viii) a Change in Control of the Company; provided however, notwithstanding anything to the
contrary in the 2005 Agreement, the parties hereby agree that neither the transaction
contemplated by the Merger Agreement nor the closing of any “Superior Proposal” in which a
Company Termination Fee would be required to be paid by the Company under the Merger
Agreement (an “Alternative Transaction”) shall be considered a “Change of Control” for
purposes of this Section 6(d)(viii). The terms “Superior Proposal” and “Company Termination
Fee” shall have the meanings ascribed to them in the Merger Agreement.
| 2. |
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Effective immediately prior to the closing of the Merger or an Alternative Transaction,
without any further action of the parties hereto: |
(a) Section 8(a)(i) of the 2005 Agreement is deleted in its entirety and replaced as
follows:
(i) within five (5) days following such termination, the Company shall pay to
Executive his Base Salary, Bonus and accrued vacation pay through the Date of Termination,
as soon as practicable following the Date of Termination; and
(b) Sections 8(a)(v) and 8(a)(vi) of the 2005 Agreement are deleted in their entirety.
(c) Section 8(a)(vii) is hereby corrected by deleting the reference to Section 8(a)(vi)
contained therein and replacing it with section 8(a)(vii).
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(d) Section 8(c)(i) of the 2005 Agreement is deleted in its entirety and replaced as follows:
(i) the Company shall provide to Executive (A) his Base Salary, Bonus and accrued
vacation pay through the Date of Termination, as soon as practicable following the Date of
Termination, and (B) Continued Benefits for seven (7) years; and
| 3. |
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This Second Amendment represents the complete and total understanding of the parties with
respect to the content hereof, and cannot be modified or altered except if done so in writing,
executed by both parties. |
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| 4. |
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This Second Amendment shall in no way modify, alter, change or otherwise delete any provision
of the 2005 Agreement unless specifically done so by the terms of this Second Amendment, and
all the remaining provisions of the 2005 Agreement shall remain in full force and effect. |
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