AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

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                                                                   Exhibit 10.76

 

 

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

                  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement")

is made as of October 31, 2003 between SPANISH BROADCASTING SYSTEM, INC., a

corporation existing under the laws of Delaware with offices located at 2601

South Bayshore Drive, PH #2, Coconut Grove, Florida 33133 ("SBS"), and MARKO

RADLOVIC (hereinafter referred to as "Employee"), an individual whose principal

place of residence and mailing address is 24949 Norman's Way, Calabasas,

California 91302.

 

                                    RECITALS

 

                  WHEREAS, SBS is the owner and/or operator of certain

Spanish-language radio stations (the "Stations"); and

 

                  WHEREAS, SBS wishes to engage Employee, and Employee wishes to

become engaged to perform services for SBS as Chief Revenue Officer of SBS

during the term of and pursuant to the terms and conditions set forth in this

Agreement;

 

                  WHEREAS, SBS and Employee agree that this Amended and Restated

Employment Agreement replaces and voids in all respects all terms and conditions

set forth in that Amended and Restated Employment Agreement dated January 16,

2002 between SBS and Employee.

 

                  NOW THEREFORE, in consideration of the promises and the mutual

covenants contained herein, the parties understand and agree as follows:

 

         1.       EMPLOYMENT. Employee shall be employed to perform services as

Chief Revenue Officer of SBS. Employee shall report to and be directed by Raul

Alarcon, Jr., SBS's President/CEO ("CEO") or his designee. Employee's services

will be rendered subject to and in accordance with the policies, controls, rules

and procedures of SBS.

 

         2.       SPECIFIC DUTIES AND SERVICES. Employee shall devote all of his

business time, effort and energy exclusively to the business of SBS and the

Stations, and shall not serve as an active principal or a director or officer of

any other company or entity without the prior written consent of Raul Alarcon,

Jr. Employee shall be responsible for overseeing revenue performance of all SBS

local and national sales efforts, including supervising the accountability of

general managers and National Rep Firm; achieving specified company Station

Operating Income ("SOI") goals on an annual basis; and top line growth/new

business development.

 

         3.       TERM. The term of this Agreement shall be from December 1,

2003 through and including November 30, 2006 except as otherwise provided

herein. This Agreement shall automatically renew for an additional one (1) year

unless SBS notifies Employee of its intention not to renew

 

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         4.       COMPENSATION AND BENEFITS.

 

                  During the term of this Agreement

 

                  (a)      BASE SALARY. Effective as of December 1, 2003

("Effective Date"), SBS shall pay to Employee a salary of five hundred thousand

dollars ($500,000.00) per year (the "Base Salary") payable in biweekly

installments. There shall be no reduction in the rate of Base Salary during the

term of this Agreement.

 

                  (b)      STOCK OPTIONS. Upon execution of this Agreement,

Employee shall be eligible to receive, upon approval by the Compensation

Committee of SBS's Board of Directors (the "Compensation Committee"), stock

options to purchase up to 90,000 shares of SBS Class A common stock (the

"Shares") under SBS's 1999 Stock Option Plan, with (i) an exercise price equal

to the closing price of the Shares on the date on which the Compensation

Committee approves the grant of such option (the "Grant Date"), and (ii) of

which 33.4% vest immediately and the remainder of which shall vest ratably

during the term hereof on the anniversary of the Grant Date; provided however,

that in the event of a material breach of this Agreement by Employee, all

options granted hereunder will expire immediately and be rendered null and void.

 

                           In addition to the foregoing, Employee shall be

eligible to receive, based upon merit and in accordance with the recommendation

of Raul Alarcon, Jr., to SBS's Compensation Committee, additional stock options

to purchase up to 62,500 Shares in year 2 and up to 62,500 Shares in year 3

under SBS's 1999 Stock Option Plan, with (i) an exercise price equal to the

closing price of the Shares on the date on which the Compensation Committee

approves the grant of such option (the "Incentive Grant Date"), and (ii) vesting

l/3rd each year thereafter on the anniversary of the Incentive Grant Date.

 

                  (c)      PERFORMANCE BONUS. Employee shall be entitled to a

quarterly perfomance bonus as follows:

 

                           (i) forty thousand dollars ($40,000) if net sales per

         quarter equals 100-109% of the sales budget established by SBS's Chief

         Financial Officer ("CFO") delivered in writing and signed by Employee

         (the "Sales Budget"); or

 

                           (ii) fifty thousand dollars ($50,000) if net sales

         per quarter equals 110% of the Sales Budget or more.

 

                           (iii) Additionally, Employee shall be eligible for an

         annual override of 2% on Net Sales over the Sales Budget, payable

         annually, and adjusted annually.

 

                  (d)      BENEFITS. Upon execution of this Agreement, Employee

shall be provided full family health care coverage and other benefits extended

to management level employees of SBS. Employee shall be entitled to three (3)

weeks vacation during each year of this Employment Agreement.

 

                  (e)      EXPENSES. SBS shall reimburse Employee for reasonable

business and entertainment expenses that he incurs, including but not limited

to, a cell phone, computer, etc., subject to the approval of SBS's CFO, which

approval shall not be unreasonably withheld.

 

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                  (f)      AUTOMOBILE ALLOWANCE. SBS shall provide Employee with

an Automobile Allowance in the amount of $1,500.00 per month.

 

                  (g)      RELOCATION EXPENSES. SBS shall provide for all

relocating expenses incurred in connection with this Agreement.

 

                  5.       COVENANTS.

 

                  (a)      COMPETITIVE ACTIVITY. During the term of this

Agreement, and for a period of twelve (12) months after the termination of this

Agreement for any reason, Employee shall not render services in any capacity for

a radio station programming a Spanish-language format or owned or operated by a

broadcast company offering Spanish-language programming on other radio stations

it owns in other markets, nor shall he be directly or indirectly involved in any

radio business or radio network competitive with SBS's radio business.

 

                  Employee agrees to promptly notify SBS in writing of any

circumstances which might indicate the existence of a potential conflict.

Employee represents that no such conflicts or circumstances currently exist and

that Employee has no agreement with others that may conflict with any part of

this Agreement.

 

                  (b)      SOLICITATION OR INTERFERENCE. During the term of this

Agreement or for a period of twelve (12) months after the earlier termination

hereof by either party for any reason (whichever period expires earlier),

Employee shall not:

 

                           (i) in any manner induce any employee, agent,

representative, customer, former customer, or any other person or concern,

dealing with or in any way, directly or indirectly, associated with SBS or its

Stations, to terminate such dealings or association nor;

 

                           (ii) do anything, directly or indirectly, to

interfere in any fashion with such relationship between SBS or its Stations, on

the one hand, and any such person or concern, on the other.

 

                  (c)      NON-DISCLOSURE OF PROPRIETARY INFORMATION. Employee

shall not disclose the trade secrets or confidential and proprietary information

of SBS or SBS Stations ("Confidential Information"), whether during the

employment term or thereafter. The parties understand and agree, moreover, that

nothing contained herein shall prevent Employee from disclosing: (1) information