EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered into as of the
5 th day of August, 2009 (“Effective
Date”), by and between Radio One, Inc. (“Radio
One” or “Company”), a Delaware corporation having
its principal place of business at 5900 Princess Garden
Parkway, Lanham, Maryland, and Barry A. Mayo
(“Employee”), an individual residing at 177 Stillwater
Road, Stone Ridge, New York.
RECITALS
WHEREAS, Company, directly and through
subsidiaries and affiliates, is engaged in the business of owning
and managing broadcast media, including fifty-two (52) radio
stations in sixteen (16) markets in the United States;
and
WHEREAS, Company desires to hire Employee to
perform such services as described below, in accordance with the
terms of this Agreement, for the benefit of Company and its
subsidiaries and affiliates; and
WHEREAS, Employee desires to be hired by Company
and to commit himself to serve Company and its subsidiaries and
affiliates, in accordance with the terms of this
Agreement;
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants hereinafter set forth, and
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Employee, intending to
be legally bound, hereby agree as follows:
|
|
Employment . Company hereby hires Employee as President,
Radio Division.
|
|
|
Term and
Exclusive Negotiation Period .
|
|
|
Term . Employee’s employment under
this Agreement shall commence on August 6, 2009
(“Commencement Date”) and shall continue in full force
and effect for a period of two (2) years and ten (10) months
until June 6, 2012 (“Term”), unless earlier
terminated pursuant to the provisions of Section 11
hereof.
|
|
|
Exclusive
Negotiation Period . The
parties hereto agree that either of them may initiate a period of
exclusive good faith negotiation to commence no earlier than one
hundred twenty (120) days prior to the expiration date of the Term
and terminate thirty (30) days prior to the expiration date of the
Term (“Exclusive Negotiation Period”), during which
time the parties will engage in exclusive good faith negotiations
for extending this Agreement on mutually agreeable terms and
conditions. If either party initiates negotiations,
Company agrees to provide Employee with the compensation terms that
Company would be willing to pay to extend the Agreement for an
additional period of time beyond the Term. If the parties are
unable to reach agreement to extend this Agreement within the
Exclusive Negotiation Period, notwithstanding their respective good
faith efforts to do so, Employee thereafter shall be permitted to
solicit and/or entertain offers from, and to negotiate with, third
parties following the expiration of the Exclusive Negotiation
Period.
|
|
|
During the Term
of this Agreement, Employee hereby agrees to the following, without
limitation:
|
|
|
Employee shall
use his best efforts to perform such duties as are usual and
customary for a division president, including managing,
facilitating, and implementing Company’s strategic and
operational plans, while ensuring the execution of same at the
highest level of professionalism and competence. A job
description setting forth Employee’s primary responsibilities
is attached hereto as Schedule I.
|
|
|
Employee shall
report directly to Company’s Chief Executive Officer and
President, and Employee’s performance shall be at the
direction of, and in accordance with the determination of,
Company’s Chief Executive Officer and President and Board of
Directors.
|
|
|
Employee shall
devote Employee’s best efforts to the business and affairs of
Company and the performance of Employee’s duties under this
Agreement.
|
|
|
Employee shall
devote Employee’s full professional time, energy, and skill
to the performance of the services in which Company is engaged, at
such time and place as Company may direct. Employee shall not
undertake, either as an owner, director, shareholder, employee or
otherwise, the performance of services for compensation (actual or
expected), either directly or indirectly, on behalf of Employee or
any other person or entity, without the prior express written
consent of Company.
|
|
|
The normal
working hours of Employee shall be as reasonably established by
Company’s Chief Executive Officer and President.
|
|
|
Place of
Performance . During the Term of this Agreement,
Employee shall perform the majority of Employee’s duties in
Lanham, Maryland and, from time to time, also shall work in other
markets in which Company owns and/or operates radio
stations.
|
|
|
Base
Compensation . From August 6, 2009 through
December 31, 2009, subject to subsection (b) hereof,
Employee’s base compensation shall be at the rate of
Five Hundred Thousand Dollars ($500,000) per year, subject to
applicable federal, state, and local deductions and payable in
accordance with Company’s standard payroll schedule and
policy. Effective as of January 1, 2010,
Employee’s base compensation shall be at the rate of
Five Hundred Fifty Thousand Dollars ($550,000) per year,
subject to applicable federal, state, and local deductions and
payable in accordance with Company’s standard payroll
schedule and policy. On each anniversary of the
Commencement Date during the Term hereof, Employee shall be
entitled to a three percent (3%) increase in Employee’s base
compensation, subject to applicable federal, state, and local
deductions and payable in accordance with Company’s standard
payroll schedule and policy.
|
|
|
Adjustment
to Compensation . From
August 6, 2009 through December 31, 2009, Company shall retain the
right to adjust Employee’s base compensation downward by up
to 7% as a result of economic conditions, provided that other
employees shall have their compensation adjusted in a similar
manner. This subsection (b) shall incorporate by
reference the letter to Employee dated March 31, 2009 and contract
amendment, effective as of March 31, 2009, imposing a
compensation reduction commencing with the pay period ending April
30, 2009 ( i.e ., May 8, 2009 pay date).
|
|
|
Past
Performance Bonus . On or before January 5, 2010,
Company shall pay Employee a past performance bonus in the amount
of Five Thousand Dollars ($5,000). The bonus payment due
Employee pursuant to this subsection (c) shall be made to Employee
as a cash lump sum on or before January 5, 2010.
|
|
|
Annual
Bonus . Employee shall be
eligible to receive incentive compensation in an amount not to
exceed One Hundred Thousand Dollars ($100,000) per year at the
conclusion of each fiscal year that (i) Employee remains
employed by Company and (ii) Employee achieves certain
objective metrics as established by Company’s Chief Executive
Officer and President in consultation with Employee and
Employee’s representative. The parties hereby agree to confer
in good faith to determine the objective metrics against which
Employee’s performance shall be measured within sixty (60)
days of the full execution of this Agreement. Such
objective metrics may be reviewed annually and adjusted by the
parties hereto. Any bonus payments due Employee pursuant
to this subsection (d) shall be made to Employee in accordance with
Company’s standard bonus payment schedule and
policy.
|
|
|
Discretionary Annual Bonus
. Employee shall be
eligible to receive discretionary incentive compensation in an
amount not to exceed One Hundred Thousand Dollars ($100,000) per
year at the conclusion of each fiscal year during which
(i) Employee remains employed by Company and
(ii) Employee’s performance and the Radio
Division’s operating results satisfy certain reasonable
criteria as determined by Company’s Chief Executive Officer
and President and Board of Directors. Any bonus payments
due Employee pursuant to this subsection (e) shall be made to
Employee in accordance with Company’s standard bonus payment
schedule and policy.
|
|
|
Installment
or Deferred Bonus Payments . Notwithstanding anything to the
contrary in this Agreement, Employee agrees that any payments due
Employee pursuant to subsections (d) and (e) hereof may be paid in
installments and/or deferred to the extent that similarly-situated
senior management employees are also subject to similar installment
and/or deferred payment arrangements.
|
|
|
Vacation,
Benefits, and Expenses .
|
|
|
Employee shall
be eligible to accrue up to twenty (20) vacation days annually, in
accordance with Company policies and procedures.
|
|
|
Employee shall
be eligible to participate in the employee benefit plans and
programs that Company generally makes available to its employees,
subject to the terms and conditions of each such benefit plan or
program. Notwithstanding the foregoing, any severance
payable to Employee shall be governed solely by this Agreement, and
Employee shall not be eligible to participate in any severance
program of general application maintained by Company.
|
|
|
Company
reserves the right to amend or change, in its sole discretion, any
of its vacation, leave, and other employee benefit plans and
programs.
|
|
|
Company shall
reimburse Employee for reasonable travel expenses for lodging,
meals, or business entertainment, but which shall not include
vehicle rentals, incurred by Employee in connection with
Employee’s transportation to and from Company’s offices
in Lanham, Maryland and Employee’s residence in New York, the
budget for such travel expenses to be agreed upon annually by the
parties hereto. Company also shall reimburse Employee
for all Company-approved business travel expenses, including
transportation, meals and lodging, incurred by Employee in the
performance of Employee’s duties under this
Agreement. Reimbursement of expenses shall be contingent
upon Employee’s submission of proper documentation
of such expenses, including receipts, expense statements, vouchers,
and/or such other supporting information, in accordance with
standard Company policy. Any payments due Employee
pursuant to this subsection shall be made to Employee as a cash
lump sum upon Company’s receipt and approval of
Employee’s expense report, provided that no such payments
shall be made later than the end of the month following the month
during which the expenses were reviewed and approved.
|
|
|
Employee shall
be entitled to a car allowance in an amount not to exceed One
Thousand Dollars ($1,000) per month. Any payments due
Employee pursuant to this subsection shall be made to Employee as a
cash lump sum on or about the fifteenth day of each month, provided
that no such payments shall be made later than the end of the month
following the month during which the allowance was
earned.
|
|
|
Subject to
shareholder approval on or before December 31, 2009 of the pending
Radio One 2009 Stock Option and Restricted Stock Plan
(“Plan”), effective as of the fifth day of the month
following the month in which the Plan is approved by the
shareholders, Employee shall receive a restricted stock grant of
One Hundred Thirty Thousand (130,000) shares of Class D common
stock. Provided that Employee remains employed by
Company on the vesting dates, such shares shall vest in equal
increments on June 5, 2010, June 5, 2011, and
June 5, 2012.
|
|
|
Other material
terms of the restricted stock grant shall be as set forth in the
Plan, and related documentation shall be made available to Employee
on or about the effective date of the grant.
|
|
|
Personal
Conduct . Employee agrees to comply with all
applicable policies, requirements, directions, requests, and rules
of Company, and further agrees to not at any time engage in or
commit any act that reasonably could be considered to reflect
unfavorably on Company’s reputation, bring Company into
public scandal, or subject Company to ridicule, as determined
solely by Company, including but not limited to matters of moral
turpitude, theft, fraud, or deceit. Company agrees to
act and exercise its discretion in good faith in determining
whether Employee’s conduct may be in violation of this
Section 8.
|
|
|
Payola . Employee warrants and represents that, during
the Term of this Agreement, Employee will not accept or agree to
pay any money, service or other valuable consideration, as defined
in Section 507 of the Communications Act of 1934, as amended, for
the broadcast of any matter over Company’s Stations, without
prior disclosure to Company. Employee agrees to promptly
notify Company of any occurrences whereby anyone offers any money,
service or other valuable consideration for the broadcast of any
matter over Company’s Stations. Employee
acknowledges and agrees that Company shall have the right to
terminate this Agreement for cause upon Employee’s violation
of this Section 9.
|
|
|
Plugola . Employee warrants and represents that, during
the Term of this Agreement, Employee will not cause to be broadcast
material that directly or indirectly promotes any activity in which
Employee has a financial interest, absent prior disclosure to, and
approval by, Company. Should Company grant such
approval, Employee shall disclose the fact of Employee’s
financial interest in the activity to the listening
public. Employee acknowledges and agrees that Company
shall have the right to terminate this Agreement for cause upon
Employee’s violation of this Section 10.
|
|
|
Termination
for Cause . Employee’s employment may be
terminated at any time upon notice for cause, as reasonably and in
good faith may be determined by Company. For purposes of
this Agreement, “cause” shall mean any one or more of
the following:
|
|
|
Employee’s breach of any material
provision of this Agreement and failure to cure such breach within
five (5) days of Company’s notice to Employee of such
breach.
|
|
|
Employee’s indictment or conviction on a
felony charge or other crime involving moral turpitude, or plea of
guilty or nolo contendere to a felony charge or other crime
involving moral turpitude.
|
|
|
Employee’s willful refusal to follow the
reasonable instructions of Employee’s superiors, including
but not limited to Radio One’s Chief Executive Officer and
President and Board of Directors.
|
|
|
Employee’s dereliction of and gross
failure to perform the duties of Employee’s position in a
satisfactory manner.
|
|
|
Employee’s willful disregard of Company
policies and procedures.
|
|
|
Employee’s use, possession, or
distribution of illegal drugs, a non-prescribed controlled
substance, or abuse of alcohol, or Employee’s being under the
influence of any of the foregoing, on Company premises or during
the performance of Employee’s duties.
|
|
|
Employee’s fraud, misappropriation of
funds, embezzlement, theft or acts of similar
dishonesty.
|
|
|
Employee’s intentional or willful
misconduct that may subject Company to criminal or civil
liability.
|
|
|
Breach of
Employee’s duty of loyalty, including the diversion or
usurpation of corporate opportunities properly belonging to
Company.
|
|
|
Employee’s falsification of Company
documents or other misrepresentation related to the business and
affairs of Company.
|
|
|
Any conduct of
Employee that significantly adversely affects Company’s
reputation and goodwill in the community.
|
|
|
Termination
for Other Than Cause .
|
|
|
Company shall
have the right to terminate Employee’s employment at any time
during the Term of this Agreement for other than
cause. In the event of Employee’s termination for
other than cause, provided that Employee executes a general
liability release in a form reasonably satisf
|
|
