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EMPLOYMENT SEPARATION AGREEMENT

Termination Severance Agreement

EMPLOYMENT SEPARATION AGREEMENT | Document Parties: C C MEDIA HOLDINGS INC | CC Media Holdings, Inc You are currently viewing:
This Termination Severance Agreement involves

C C MEDIA HOLDINGS INC | CC Media Holdings, Inc

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Title: EMPLOYMENT SEPARATION AGREEMENT
Governing Law: Texas     Date: 7/17/2009

EMPLOYMENT SEPARATION AGREEMENT, Parties: c c media holdings inc , cc media holdings  inc
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Exhibit 10.1

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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