EMPLOYMENT SEPARATION
AGREEMENT
This Employment
Separation Agreement (“Agreement”) is made and entered
into as of the 13 th day of July 2009, by Andrew W. Levin,
Employee ID No.: 1036548 (“Executive”), and CC Media
Holdings, Inc. (the “Company”).
WHEREAS ,
the Executive’s position as the Company’s Executive
Vice President, Chief Legal Officer and Secretary will end,
effective January 8, 2010, and the Company wants to provide an
incentive to Executive to remain an Executive of the Company in his
current position through January 8, 2010;
THEREFORE
, in consideration of the mutual promises and covenants set forth
herein, Executive and the Company agree as follows:
1. Termination Date.
The Company desires to continue the
employment of Executive until January 8, 2010 (the
“Termination Date”) and agrees that Executive shall
retain his current positions of Executive Vice President, Chief
Legal Officer and Secretary until the Termination Date. Executive
shall be compensated during such employment at the compensation
level in existence on the date of this Agreement.
2.
Consideration for Agreement from Company .
2.1 Bonus
Payments. The Company shall pay and Executive shall receive
bonus payments in the total sum of Nine Hundred Eighty Nine
Thousand Two Hundred Fifty and No/100 Dollars ($989,250.00), less
applicable federal and state withholding and all other ordinary
payroll deductions. Such payments will be made pursuant to the
Payment Schedule
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attached hereto
as Schedule A , and are subject to the terms and
conditions set forth in Schedule A .
2.2 Regular
Compensation. The amount described in Section 2.1 is in
addition to and does not affect the monthly salary and benefits
Executive is entitled to while employed with the
Company.
2.3 2009 Annual
Incentive Plan. In addition to the payments listed in
Section 2.1, Executive will continue to be eligible to receive
a performance bonus under the Company’s Annual Incentive
Plan, to be paid no later than March 15, 2010, the details of
which are set forth in Schedule B attached to this
Agreement.
2.4 Consulting
Agreement. In further consideration for the Agreement,
Executive agrees to serve as a consultant to the Company for a
period commencing on the day following the Termination Date and
expiring on May 31, 2011 (“Consulting Period”),
the details of which are set forth in Schedule C
attached to this Agreement. For a period of no less than
90 days following the Termination Date set forth in the
Agreement (the “Transition Period”), Executive will be
available on a reasonable basis, for up to ten hours per week, to
provide such services at no additional compensation. After the
completion of the Transition Period and continuing thereafter
throughout the remaining term of the Consulting Period, Executive
will be available to the Company on an as needed basis, for up to
five hours per week and will be entitled to be paid $200.00 per
hour for hours worked in excess of five hours per week.
3.
Withholding. Executive acknowledges and agrees he is
responsible for satisfying any and all tax obligations of the
Executive that arise as a result of any compensation paid to
Executive during his employment or in connection with this
Agreement, including, without limitation, the payments listed in
Section 2. The Company is authorized to deduct and
withhold
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from any
compensation or benefits payable hereunder amounts sufficient to
satisfy applicable income and employment tax amounts the Company is
required to withhold by applicable law, regulation or
ruling.
4.
Executive’s Release of Claims .
4.1 Executive
affirms he has not filed, caused to be filed, and/or is not
presently a party to any claim, complaint, or action against
Company in any forum or form. Executive furthermore affirms he has
no known workplace injuries or occupational diseases.
4.2 Save and
except for Executive’s right to indemnification as an officer
and employee of the Company, rights as a shareholder of Company, or
rights under health, benefit or insurance plans or policies as an
employee of Company, Executive hereby irrevocably and
unconditionally releases and forever discharges the Company from
any and all claims, demands, causes of action, and liabilities of
any nature, both past and present, known and unknown
(“Claims”), resulting from any act or omission of any
kind occurring on or before the date of execution of this Agreement
that arise under contract or common law, or any federal, state or
local law, regulation or ordinance. Executive understands and
agrees Executive’s release of claims includes, but is not
limited to, the following: all claims, demands, causes of action
and liabilities for past or future loss of pay or benefits,
expenses, damages for pain and suffering, punitive damages,
compensatory damages, attorney’s fees, interest, court costs,
physical or mental injury, damage to reputation, and any other
injury, loss, damage or expense or equitable remedy of any kind
whatsoever.
4.3 Executive
additionally hereby irrevocably and unconditionally releases and
forever discharges the Company from any and all claims, demands,
causes of action and liabilities arising out of or in any way
connected with, directly or indirectly,
Executive’s
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employment with
the Company or any incident thereof, including, without limitation,
his treatment by the Company or any other person, the terms and
conditions of his employment, and any and all possible state or
federal statutory and/or common law claims, including but not
limited to:
(a) All claims
which he might have arising under Title VII of the Civil Rights Act
of 1964, as amended, 42 U.S.C. § 2000e, et seq .; The
Civil Rights Act, 42 U.S.C. § 1981 and § 1988; Executive
Retirement Income Security Act, as amended, 29 U.S.C. § 1001,
et seq. ; Americans with Disabilities Act of 1990, 42 U.S.C.
§ 12101, et seq .; The Age Discrimination in Employment
Act, 29 U.S.C. § 621 et seq. ; The Older Worker Benefit
Protection Act of 1990; The Immigration Reform and Control Act, as
amended; and/or The Occupational Safety and Health Act, as
amended.;
(b) All
contractual claims for any wages or other employment benefits owed
as a result of Executive’s separation from the Company, and
any claims arising from tax obligations of Executive (including,
without limitation, obligations under Internal Revenue Code §
409A, if any) relating to compensation paid to Executive during
employment or in connection with this Agreement, including, without
limitation, any severance;
(c) All claims
arising under the Civil Rights Act of 1991, 42 U.S.C. § 1981a;
and,
(d) All other
claims, whether based on contract, tort (personal injury), or
statute, arising from Executive’s employment, the separation
from that employmen
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