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Exhibit 10.1
TERMINATION
AGREEMENT
AGREEMENT, dated as of
September 28, 2006, between INTEREP NATIONAL RADIO SALES,
INC., New York corporation (the “Company”), and MARC G.
GUILD (“Guild”).
W I T
N E S S E T
H:
WHEREAS, Guild has served the
Company as a member of its Board of Directors, a trustee of the
Company’s Stock Growth Plan and, pursuant to an Amended and
Restated Employment Agreement, dated as of April 1, 2000 (the
“Employment Agreement”), as President, Marketing
Division, of the Company;
WHEREAS, the Company and
Guild wish to set forth their agreement as to the termination of
Guild’s employment;
NOW, THEREFORE, in
consideration of the premises and of the mutual agreements set
forth herein, the parties agree as follows:
1. Resignation and
Termination of Employment. Effective as of the date of this
Agreement (except as provided in Section 2(a)), Guild’s
employment with the Company shall terminate and Guild shall resign
from the office of President, Marketing Division, and from all
offices and directorships that he holds with any of the
Company’s subsidiaries or affiliates. Concurrently with the
execution of this Agreement, Guild has delivered to the Company a
signed letter of resignation to such effect. Guild shall continue
to serve as a director of the Company through the Company’s
2006 Annual Meeting and possibly thereafter, as shall be agreed by
the Company and Guild. Guild shall also continue to serve as a
Trustee of the Interep Radio Store Stock Growth Plan at the
pleasure of the Company’s Board of Directors.
2.
Payments.
(a) The period beginning on
August 1, 2006 and ending on March 31, 2013 is referred
to as the “Term”. During the first two years of the
Term, the Company shall pay Guild consulting fees, and during the
remainder of the Term, severance compensation, at the rate of
$360,000 per year, less applicable federal and state withholdings.
Subject to the provisions of Section 2(b), the Company shall
pay such compensation in equal semi-monthly installments. During
the first two years of the Term, Guild shall provide the Company
with such advice, assistance and consulting services regarding
aspects of the Company’s business and affairs with respect to
which he has been active as the Company shall reasonably request
and Guild shall agree to provide. All of the compensation referred
to in this Section 2 shall be paid to Guild by direct deposit
to such account as Guild shall designate to the Company. In
consideration of the Company’s payment of such consulting and
severance compensation, Guild waives and forever forfeits any
payments otherwise payable to him under the Employment Agreement as
salary, bonus, severance compensation or consulting
fees.
(b) If a Change in Control
(as defined in Section 2(c)) occurs, Guild or his personal
representative (should he die or become incompetent during the
Term) shall have the right to require the Company, at any time
during the Term, and on not less than 30 days’ written notice
to the Company, to pay to Guild, his designee or his estate or
heirs an amount equal to all of the remaining severance
compensation and consulting fees payable to him during the then
remainder of the Term, discounted at the Discount Rate (as defined
below) to its present value as of the date of such notice (the
“Notice Date”). The Company shall pay such amount to
Guild in a lump sum not later than 30 days after the Notice Date.
“Discount Rate” means the yield to maturity, as
determined on the Notice Date, on U.S. Treasury obligations having
a maturity date then as near as possible to the last day of the
Term.
(c) For purposes of this
Section 2, “Change in Control”, means the
occurrence of any of the following events:
(i) any “person,”
including a “group” (as such terms are used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
“Exchange Act”), but excluding the Company, its
“Affiliates” (that is, any of its subsidiaries or any
parent corporation), or any employee benefit plan or employees of
the Company or any of its Affiliates, or any group of which any of
the foregoing is a member, is or becomes the “beneficial
owner” (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of the Company’s securities
representing 30% or more of the combined voting power of its then
outstanding securities;
(ii) during any period of 24
consecutive months, individuals (A) who on the date of this
Agreement constitute the Company’s entire Board of Directors
(“Initial Directors”) or (B) whose election,
appointment or nomination for election was approved prior to such
election or appointment by a vote of at least two-thirds of the
Initial Directors who were in office immediately prior to such
election or appointment, cease for any reason to constitute at
least a majority of the Company’s Board of
Directors;
(iii) the consummation of a
merger, business combination, share exchange, division or other
reorganization of the Company with any other corporation, where,
following such transaction, (A) a majority of the directors of
the surviving entity are persons who (I) were not members of
the Company’s Board of Directors immediately prior to the
merger or other combination and (II) are not the Company’s
nominees or representatives, (B) the Company’s
shareholders immediately prior to such merger or combination
beneficially own, directly or indirectly, less than 60% or more of
the combined voting power of the surviving corporation, as well as
60% or more of the total market value of its outstanding equity
securities, in substantially the same proportion as they owned the
combined voting power of the Company, (C) any
“person,” including a “group” (each as
defined in clause (i) above), but excluding the Company, its
Affiliates, or any of the Company’s or its Affiliates’
employee benefit plans or employees, or any group of which any of
the foregoing is a member, is or becomes the “beneficial
owner” (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of securities representing 30% or more of
the combined voting power of the surviving corporation or
(D) in the case of a division, the Company’s
shareholders immediately prior to such division beneficially own,
directly or indirectly, less than 60% or more of the combined
voting power of the outstanding voting securities of each entity
resulting from the division as well as 60% or more of the total
market value of each such entity’s outstanding equity
securities, in each case in substantially the same proportion as
such shareholders owned shares of the Company prior to such
transaction;
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(iv) the consummation of a
direct or indirect sale or other disposition of all or
substantially all of the Company’s assets;
(v) the Company’s
adoption of any plan of liquidation providing for the distribution
of all or substantially all of its assets;
(vi) any other change in
control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A under the Exchange Act; or
(vii) any other event or
transaction that is declared by resolution of the Company’s
Board of Directors to be a Change in Control.
3. Plan Coverage. From
and after August 1, 2006 and until the earlier of
March 31, 2013 or such time as another employer makes
available to Guild medical and dental coverage comparable to that
which the Company currently provides to Guild, the Company, under
COBRA, but at its expense, shall provide medical and dental
coverage for Guild under, and subject to the terms and conditions
of, such group insurance plans as the Company now and in the future
makes available generally for its employees. Nothing in this
Section 3 shall be construed to require the Company to
institute or maintain any or any particular benefit plan, program
or policy. If and to the extent that this Section 3 conflicts
with any COBRA notice or other document issued by the Company at
any time, the provisions of this Section 3 shall
prevail.
4. Certain Expenses.
Promptly after the date of this Agreement, the Company shall
reimburse Guild for his reasonable travel, lodging and
entertainment expenses incurred by him prior to the date hereof in
connection with the business of the Company, in accordance with the
Company’s policies and procedures. Inasmuch as the Company
has used Guild’s membership at the Union League to have
access to its meeting rooms and dining facilities for client
entertainment, meetings, events and training sessions and wishes to
continue to do so, the Company shall, until further notice, pay the
dues owed by Guild to such club. Guild shall reimburse the Company
for all of his personal use of such club. Guild may retain the
company cell phone, lap top and Blackberry that he has been using
and the Company shall continue to pay all related charges through
December 31, 2006; provided, however, that Guild shall
have no access to the Company’s networks, systems or data
through such equipment on and after the date of this
Agreement.
5. Other Benefit
Plans. Guild shall be entitled to receive all rights,
distributions and benefits which have accrued or shall accrue to
him under the Company’s Stock Growth Plan and 401-K Plan, in
accordance with the terms of such benefit plans. On and after the
date of this Agreement, the Company shall not make any further
contributions to any such benefit plan for Guild’s account
and all his benefit plan accounts shall be frozen with a review to
roll over or termination. The Company shall use its best efforts to
insure that all transfers of securities or accounts and payments of
cash contemplated in the preceding sentence are made as promptly as
is
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practicable, consistent with the terms
and procedures of such benefit plans. On and after the date of this
Agreement, the Company shall not make any further contributions to
any such benefit plan for Guild’s account and all his benefit
plan accounts shall be frozen with a view to roll-over or
termination.
6. Options. The stock
options held by Guild to purchase an aggregate of 353,440 shares of
Interep Common Stock shall remain exercisable on and after the date
of this Agreement, for the respective full terms thereof as stated
in the related option agreements and otherwise in accordance with
their terms.
7. Automobile
Allowance. The Company shall continue to provide Guild with the
use of the automobile it currently leases for him through the end
of the current lease on the same terms and conditions that are
currently applicable.
8. Statements. In any
written or oral discussion or disclosure by Guild or the Company
regarding the termination of Guild’s employment with the
Company, Guild and the Company shall each characterize such
termination as amicable and in a manner consistent with the
contents of this Agreement. Further, Guild shall not denigrate or
disparage the Company or any of its subsidiaries or divisions or
the businesses, serv
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