Exhibit 10.8
EMPLOYMENT
AGREEMENT
This Employment
Agreement is entered into and effective this 29
th
day of June, 2008
(the “Effective Date”) between Clear Channel
Broadcasting, Inc. (the “Company”) and John Hogan (the
“Employee”).
WHEREAS, the Company and the
Employee desire to enter into an employment relationship under the
terms and conditions set forth in this Agreement, which supersedes
the prior employment agreement dated February 18,
2004;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. TERM OF EMPLOYMENT. Company
hereby agrees to employ Employee, and Employee hereby agrees to be
employed by Company, in accordance with the terms and conditions of
this Agreement, for the period commencing as of the Effective Date
and ending on June 29, 2013 (the “Employment
Period” or “Term”). Thereafter, beginning on
June 30, 2013, the Employment Period shall be automatically
extended from year to year unless either Company or Employee gives
written notice of non-renewal on or before April 1, 2013, or
annually on each April 1 thereafter, that the Employment
Period shall not be extended. The term “Employment
Period” shall refer to the Employment Period if and as so
extended. If this Agreement is extended pursuant to the foregoing
provisions, all terms and conditions of this Agreement shall remain
the same; provided, however, that the terms of this Agreement may
be modified in accordance with Section 18.
2. TITLE AND DUTIES. The
Employee’s title is President and Chief Executive Officer,
Clear Channel Radio. The Employee will perform job duties that are
usual and customary for this position, and will perform additional
services and duties that the Company may from time to time
designate that are consistent with the usual and customary duties
of this position. The Employee will report to Mark Mays, Chief
Executive Officer, Clear Channel Communications, Inc. The Employee
will devote his full working time and efforts to the business and
affairs of Clear Channel Radio.
3. COMPENSATION AND
BENEFITS.
(A) BASE SALARY. The Company will
continue to pay Employee his annual base salary through
January 31, 2009. Employee is eligible for a raise after
completion of the 2008 compensation study on or about
October 1, 2008. Thereafter, Employee will be eligible for
annual raises after January 31, 2009 commensurate with Company
policy. All payments of base salary will be made in installments
according to the Company’s regular payroll practice, prorated
monthly or weekly where appropriate, and subject to any increases
that are determined to be appropriate by the Board or its
Compensation Committee.
(B) PERFORMANCE BONUS. No later than
March 15 of each calendar year following that in which the
Performance Bonus was earned during the term, Employee will be
eligible to receive a performance bonus as set forth in the
Performance Bonus Calculation attached as “Exhibit A”
to this Employment Agreement.
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(C) EMPLOYMENT BENEFIT PLANS. The
Employee will be entitled to participate in all pension, profit
sharing, and other retirement plans, all incentive compensation
plans, and all group health, hospitalization and disability or
other insurance plans, paid vacation, sick leave and other employee
welfare benefit plans in which other similarly situated employees
of the Company may participate as stated in the employee
guide.
(D) EXPENSES. The Company will pay
or reimburse the Employee for all normal and reasonable travel and
entertainment expenses incurred by the Employee in connection with
the Employee’s responsibilities to the Company upon
submission of proper vouchers in accordance with the
Company’s expense reimbursement policy. Any reimbursement
that would constitute nonqualified deferred compensation subject to
Section 409A shall be subject to the following additional
rules: (i) no reimbursement of any such expense shall affect
the Employee’s right to reimbursement of any other such
expense in any other taxable year; (ii) reimbursement of the
expense shall be made, if at all, not later than the end of the
calendar year following the calendar year in which the expense was
incurred; and (iii) the right to reimbursement shall not be
subject to liquidation or exchange for any other
benefit.
(E) STOCK OPTIONS OR OTHER FORM OF
ADDITIONAL CONSIDERATION. Employee shall be eligible to receive
Stock Options or an alternative form of additional compensation,
subject to performance criteria, input from the CEO of Clear
Channel Communications, Inc. (CCU), and approval from CCU’s
Board of Directors. In Company’s sole discretion, Company may
at any time (i) alter, suspend or discontinue its stock option
grant or long term incentive compensation program or
(ii) replace the program with an alternative form of
additional compensation.
4. NONDISCLOSURE OF CONFIDENTIAL
INFORMATION. During the course of the Employee’s employment
with the Company, the Company will provide the Employee with access
to certain confidential information, trade secrets, and other
matters which are of a confidential or proprietary nature,
including but not limited to the Company’s customer lists,
pricing information, production and cost data, compensation and fee
information, strategic business plans, budgets, financial
statements, and other information the Company treats as
confidential or proprietary (collectively the “Confidential
Information”). The Company provides on an ongoing basis such
Confidential Information as the Company deems necessary or
desirable to aid the Employee in the performance of his duties. The
Employee understands and acknowledges that such Confidential
Information is confidential and proprietary, and agrees not to
disclose such Confidential Information to anyone outside the
Company except to the extent that (i) the Employee deems such
disclosure or use reasonably necessary or appropriate in connection
with performing his duties on behalf of the Company; (ii) the
Employee is required by order of a court of competent jurisdiction
(by subpoena or similar process) to disclose or discuss any
Confidential Information, provided that in such case, the Employee
shall promptly inform the Company of such event, shall cooperate
with the Company in attempting to obtain a protective order or to
otherwise restrict such disclosure, and shall only disclose
Confidential Information to the minimum extent necessary to comply
with any such court order; or (iii) such Confidential
Information becomes generally known to and available for use in the
industries in which the Company does business, other than as a
result of any action or inaction by the Employee. The Employee
further agrees that he will not during employment and/or at any
time thereafter use such Confidential Information in competing,
directly or indirectly, with the
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Company. At such time as the Employee shall
cease to be employed by the Company, he will immediately turn over
to the Company all Confidential Information, including papers,
documents, writings, electronically stored information, other
property, and all copies of them, provided to or created by him
during the course of his employment with the Company. This
nondisclosure covenant is binding on the Employee, as well as his
heirs, successors, and legal representatives, and will survive the
termination of this Agreement for any reason.
5. NONHIRE OF COMPANY EMPLOYEES. To
further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and for the consideration
promised by the Company under this Agreement, during the term of
the Employee’s employment with the Company and for a period
of twelve months thereafter, regardless of the reason for
termination of employment, the Employee will not, directly or
indirectly, (i) hire any current or prospective employee of
the Company, or any subsidiary or affiliate of the Company
(including, without limitation, any current or prospective employee
of the Company within the 6-month period preceding the
Employee’s last day of employment with the Company or within
the 12-month period of this covenant) who worked, works, or has
been offered employment by the Company; (ii) solicit or
encourage any such employee to terminate their employment with the
Company, or any subsidiary or affiliate of the Company; or
(iii) solicit or encourage any such employee to accept
employment with any business, operation, corporation, partnership,
association, agency, or other person or entity with which the
Employee may be associated.
6. NON-COMPETITION. To further
preserve the rights of the Company pursuant to the nondisclosure
covenant discussed above, and for the consideration promised by the
Company under this Agreement, during the Employee’s
employment with the Company and for a period of one year
thereafter, regardless of the reason for termination of employment,
the Employee will not, directly or indirectly, as an owner,
director, principal, agent, officer, employee, partner, consultant,
servant, or otherwise, carry on, operate, manage, control, or
become involved in any manner with any business, operation,
corporation, partnership, association, agency, or other person or
entity which is in the same business as the Company in any location
in which the Company, or any subsidiary or affiliate of the
Company, operates or has plans or has projected to operate during
the Employee’s employment with the Company, including any
area within a 50-mile radius of any such location. The foregoing
shall not prohibit the Employee from owning up to 5.0% of the
outstanding stock of any publicly held company. Notwithstanding the
foregoing, after the Employee’s employment with the Company
has terminated, upon receiving written permission by the Board, the
Employee shall be permitted to engage in such competing activities
that would otherwise be prohibited by this covenant if such
activities are determined in the sole discretion of the Board in
good faith to be immaterial to the operations of the Company, or
any subsidiary or affiliate of the Company, in the location in
question.
To further preserve the rights of
the Company pursuant to the nondisclosure covenant discussed above,
and for the consideration promised by the Company under this
Agreement, during the term of the Employee’s employment with
the Company and for a period of one year thereafter, regardless of
the reason for termination of employment, the Employee will not,
directly or indirectly, either for himself or for any other
business, operation, corporation, partnership, association, agency,
or other person or entity, call upon, compete for, solicit, divert,
or take away, or attempt to divert or take away current or
prospective customers (including, without limitation, any customer
with whom the Company, or any subsidiary or affiliate of
the
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Company, (i) has an existing agreement or
business relationship; (ii) has had an agreement or business
relationship within the six-month period preceding the
Employee’s last day of employment with the Company; or
(iii) has included as a prospect in its applicable pipeline)
of the Company, or any subsidiary or affiliate of the
Company.
The Company and the Employee agree
that the restrictions contained in this noncompetition covenant are
reasonable in scope and duration and are necessary to protect the
Company’s business interests and Confidential Information. If
any provision of this noncompetition covenant as applied to any
party or to any circumstance is adjudged by a court or arbitrator
to be invalid or unenforceable, the same will in no way affect any
other circumstance or the validity or enforceability of this
Agreement. If any such provision, or any part thereof, is held to
be unenforceable because of the scope, duration, or geographic area
covered thereby, the parties agree that the court or arbitrator
making such determination shall have the power to reduce the scope
and/or duration and/or geographic area of such provision, and/or to
delete specific words or phrases, and in its reduced form, such
provision shall then be enforceable and shall be enforced. The
parties agree and acknowledge that the breach of this
noncompetition covenant will cause irreparable damage to the
Company, and upon breach of any provision of this noncompetition
covenant, the Company shall be entitled to injunctive relief,
specific performance, or other equitable relief; provided, however,
that this shall in no way limit any other remedies which the
Company may have (including, without limitation, the right to seek
monetary damages).
Should the Employee violate the
provisions of this noncompetition covenant, then in addition to all
other rights and remedies available to the Company at law or in
equity, the duration of this covenant shall automatically be
extended for the period of time from which the Employee began such
violation until he permanently ceases such violation.
Notwithstanding anything to the
contrary in this Agreement, if the noncompetition covenant is
adjudged to be invalid or unenforceable, or if it is substantially
reduced in scope or geographic area, and if Employee then performs
services in any capacity in competition with the Company, then the
Company shall have no severance compensation obligations to
Employee under Section 8 of this Agreement.
7. TERMINATION. The Employee’s
employment with the Company may be terminated under the following
circumstances:
(A) DEATH. The Employee’s
employment with the Company shall terminate upon his
death.
(B) DISABILITY. The
Company
