CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.**Exhibit 10.2** **Severance Agreement and General Release effective September 30, 2005 among Brian E.Becker, SFX Entertainment, Inc. d/b/a Clear Channel Entertainment, and Clear ChannelCommunications, Inc.****SEVERANCE AGREEMENT AND GENERAL RELEASE**     This Agreement is made and entered into by Brian E. Becker, SSN: [**], (hereinafter referredto as “Employee” or “Executive”); SFX Entertainment, Inc., d/b/a Clear Channel Entertainment andall of its past, present and future parents, subsidiaries and affiliates and their employees,officers, directors, agents, insurers and legal counsel (hereinafter referred to as “Company”);and, Clear Channel Communications, Inc. and all of its past, present and future parents,subsidiaries and affiliates and their employees, officers, directors, agents, insurers and legalcounsel (hereinafter referred to as “Clear Channel”), in full and final settlement of any and allclaims Employee may have or hereafter claim to have against Company and Clear Channel.     WHEREAS, Employee and Clear Channel entered into an Employment Agreement, effective August 1,2000, as amended on February 12, 2004 (“Employment Agreement”); and     WHEREAS, Employee and Clear Channel mutually agree to terminate the Employment Agreement,except as stated herein;     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein andother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:1. Consideration for Agreement.     1.1 Employee will no longer be a full-time employee of Company as of September 30, 2005 (the“Termination Date”). However, Clear Channel agrees to retain Employee as a [**]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONconsultant to ClearChannel from the Termination Date through the earlier of either (i) the date Employee exercises hisstock option grants under the SFX Entertainment Inc. 1998 and 1999 [**]   CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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Stock Option and Restricted Stock Plans (“SFX Stock Options”), or (ii) the expiration of the SFXStock Options on October 8, 2008, whichever occurs first. Clear Channel will compensate Employeefor his services as a consultant in the amount of $1,000.00 per month. Employee’s duties as aconsultant shall not exceed three (3) hours per month and shall be performed at such times andplaces as may be mutually agreed upon by Employee and the Company. The Company shall report theconsulting fee payments made hereunder by (i) filing the appropriate 1099 forms for this amount,and (ii) making any other reports required by law. Employee agrees to comply, on a timely basis,with all tax reporting requirements applicable to the receipt of such payments and othercompensation received hereunder and to timely pay all taxes due with respect to such amounts.     1.2 In return for this Agreement and in full and final settlement, compromise, and release ofall of Employee’s claims (as described in Section 2 below), Company agrees to pay as severancecompensation to Employee the sum of Nine Hundred Twenty-Five Thousand Dollars ($925,000.00), lessapplicable federal and state withholding and all other ordinary payroll deductions. The firstpayment of $800,000.00 shall be paid between October 8-14, 2005, and the second payment of$125,000.00 shall be paid between January 1–7, 2006.     1.3 Company agrees to pay as severance compensation to Employee an amount based on thepercentage increase in Company’s EBITDA (earnings before interest, taxes, depreciation andamortization, as determined in accordance with generally accepted accounting principles by the firmof independent certified public accountants regularly engaged by the Company toprepare its financial statements and audit reports) as set forth in Exhibit A for (i) calendar year2005 and (ii) calendar year 2006, multiplied by 119/365 (the ratio of the number of days in 2006through April 29, 2006 to the total number of days in the year). This compensation shall bepaid
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by Company as soon as practicable following publication of the Company’s financial statementsfor the applicable year, but in no event later than 60 days following the end of 2005 or 2006, asthe case may be, and only if Employee does not revoke this Agreement.     1.4 Company agrees to pay to Becker Entertainment Group, LLC (“BEG”) the sum of [**], between[**] to fund operating expenses for the purpose of [**]. Until [**], Employee and/or BEG shalloffer to Company the right of first refusal for Company to [**]. Company shall have fourteen (14)days after receipt of the proposal to accept or decline the proposal, unless a third party artistor rights holder provides written notice of a shorter response time. If Company declines anyopportunity required to be offered to it pursuant to the preceding sentence, then Employee and/orBEG shall be free to pursue such opportunity for their own account or with third parties, providedthat they do so on substantially the same terms that are offered to Company.     1.5 Company agrees that Employee shall have the right of first refusal, at a price to bedetermined by Company, for the following Company divestitures should they occur: [**]. Employeeshall have up to twenty-one (21) days after receipt of financial statements related to such assetto exercise the right of first refusal. If Employee declines any opportunity required to be offeredto him pursuant to this section, then Company shall be free to pursue such opportunity for its ownaccount or with third parties, provided that it does so on substantially the same terms that areoffered to Employee.     1.6 If not already vested, all of Employee’s Clear Channel stock option grants under the ClearChannel Communications, Inc. 1998 and 2001 Stock Incentive Plans (“CCC Stock Options”) shall fullyvest on the Termination Date. Employee shall have the remainder of the [**]   CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
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term of each CCC Stock Option to exercise such CCC Stock Option, determined without regard tothe termination of Employee’s status as a full time employee of Company.     1.7 Unless otherwise specified, the payments and obligations set forth in Sections 1.1 through1.2 and 1.4 shall be made by Company and/or Clear Channel, as applicable, after the expiration ofthe seven-day revocation period noted in Section 7.4, and only if Employee does not revoke thisAgreement. Unless required pursuant to federal and/or state tax requirements, the amounts payableto Employee under this Agreement shall not be subject to offset or adjustment.2. Employee’s Release of Claims     2.1 Employee hereby irrevocably and unconditionally releases and forever discharges Companyand Clear Channel from any and all claims, demands, causes of action, and liabilities of anynature, both past and present, known and unknown, resulting from any act or omission of any kindoccurring on or before the date of execution of this Agreement which arise under contract or commonlaw, or any federal, state or local law, regulation or ordinance. Employee understands and agreesthat this 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 orexpense or equitable remedy of any kind whatsoever. However, nothing in this Agreement is intendedto diminish any of Employee’s benefit rights which might continue after termination of employment.     2.2 The provisions of Section 2.1 shall not include any rights for insurance coverage orindemnity with respect to any third party claims against Employee relating to his employment withCompany. In addition, the Company shall indemnify the Employee to the fullest extent
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permitted bythe laws of the State of Delaware, as in effect at the time of the subject act or omission, andshall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses areincurred (subject to an undertaking from the Employee to repay such advances if it shall be finallydetermined by a judicial decision which is not subject to further appeal that the Employee was notentitled to the reimbursement of such fees and expenses), and the Employee will be entitled to theprotection of any insurance policies that the Company may elect to maintain generally for thebenefit of its directors and officers against all costs, charges and expenses incurred or sustainedby him in connection with any action, suit or proceeding to which he may be made a party by reasonof his being or having been a director, officer or employee of the Company or any of itssubsidiaries, or his serving or having served any other enterprise as a director, officer oremployee at the request of the Company (other than any dispute, claim or controversy arising underor relating to this Agreement).     2.3 Employee additionally hereby irrevocably and unconditionally releases and foreverdischarges Company and Clear Channel from any and all claims, demands, causes of action andliabilities arising out of or in any way connected with, directly or indirectly, Employee’semployment with Company or any incident thereof, including, without limitation, his treatment byCompany or Clear Channel or any other person, and the terms and conditions of his employment, orany claims under the Older Workers Benefit Protection Act of 1990 and the Age Discrimination inEmployment Act (which prohibits discrimination on the basis of age).     2.4 Employee does not waive rights or claims that arise following the execution of thisAgreement.3. Nondisclosure of Confidential Information: Employee reaffirms his obligations pursuantto Section 4 of his Employment Agreement, as set forth fully below:
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During the course of the Executive’s employment with the Company,the Company will provide the Executive with access to certainconfidential information, trade secrets, and other matters which areof a confidential or proprietary nature, including but not limitedto the Company’s customer lists, formatting and programming conceptsand plans, pricing information, production and cost data,compensation and fee information, strategic business plans, budgets,financial statements, and other information the Company treats asconfidential or proprietary (collectively the “ConfidentialInformation”). The Company agrees to provide on an ongoing basissuch Confidential Information as the Company deems necessary ordesirable to aid the Executive in the performance of his duties. TheExecutive understands and acknowledges that such ConfidentialInformation is confidential and proprietary, and agrees not todisclose such Confidential Information to anyone outside the Companyexcept to the extent that (i) the Executive deems such disclosure oruse reasonably necessary or appropriate in connection withperforming his duties on behalf of the Company; (ii) the Executiveis required by order of a court of competent jurisdiction (bysubpoena or similar process) to disclose or discuss any ConfidentialInformation, provided that in such case, the Executive shallpromptly inform the Company of such event, shall cooperate with theCompany in attempting to obtain a protective order or to otherwiserestrict such disclosure, and shall only disclose ConfidentialInformation to the minimum extent necessary to comply with any suchcourt order; or (iii) such Confidential Information becomesgenerally known to and available for use in the industries in whichthe Company does business, other than as a result of any action orinaction by the Executive. The Executive further agrees that he willnot during employment and/or at any time thereafter use suchConfidential Information in competing, directly or indirectly, withthe Company. At such time as the Employee shall cease to beemployed by the Company, he will immediately turn over to theCompany all Confidential Information, including papers, documents,writings, electronically stored information, other property, and allcopies of them, provided to or created by himduring the course of his employment with the Company, providedhowever, that Executive shall have the right to keep his rolodex(and/or the electronic equivalent thereof). This nondisclosurecovenant is binding on the Executive, as well as his heirs,successors, and legal representatives, and will survive thetermination of his Employment Agreement for any reason.
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4. Non-Competition.     4.1 Employee reaffirms his obligations pursuant to Section 5 of his Employment Agreement asset forth fully below. However, the parties agree that this non-competition covenant shall onlyapply until April 29, 2006:(a) To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and in consideration for thestock options and other consideration promised by the Company underhis Employment Agreement, during Executive’s employment with theCompany and for a period of 12 months thereafter regardless of thereason for termination of employment, the Executive will not,directly or indirectly, as an owner, director, principal, agent,officer, employee, partner, consultant, servant, or otherwise, carryon, operate, manage, control, or become involved in any manner withany business, operation, corporation, partnership, association,agency, or other person or entity which is in the business ofprimarily promoting, producing, and presenting live diversifiedentertainment events of a character presented by the EntertainmentBusinesses during the Executive’s employment by the Company in anylocation in which the Company, or any subsidiary or affiliate of theCompany, operates or has specific plans to operate that were knownto the Employee during the Employee’s employment with the Company,including any area within a 50-mile radius of any such location. Theforegoing shall not prohibit the Employee from owning up to 5.0% ofthe outstanding securities or other interests in any partnership,trust, corporation, or other entity provided suchownership is passive or, after the Executive’s employment with theCompany has terminated, from being employed in the entertainmentindustry provided such employment is not primarily relatedto the promotion, production and presentation of live diversifiedentertainment events of a character presented by the EntertainmentBusinesses during the Executive’s employment by the Company.Notwithstanding the foregoing, after the Executive’s employment withthe Company has terminated, upon receiving written permission by theBoard, the Executive shall be permitted toengage in such competing activities that would otherwise beprohibited by this covenant if such activities are determined in thesole discretion of the Board in good faith to be immaterial to theoperations of the Company, or any subsidiary or affiliate of theCompany, in the location in question.
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(b) To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and for the considerationpromised by the Company under his Employment Agreement, during theterm of Executive’s employment with the Company and for a period of12 months thereafter regardless of the reason for termination ofemployment, unless such termination is by the Executive for GoodReason, the Executive will not, directly or indirectly, either forhimself or for any other business, operation, corporation,partnership, association, agency, or other person or entity, callupon, compete for, solicit, divert, or take away, or attempt todivert or take away any customer with whom the Company, or anysubsidiary or affiliate of the Company, (i) has an existingagreement or business relationship; (ii) has had an agreement orbusiness relationship within the six-month period preceding theExecutive’s last day of employment with the Company; or (iii) hasincluded as a prospect in its applicable pipeline and the same wasknown to the Executive during his employment with the Company.(c) The Company and the Executive agree that the restrictionscontained in this noncompetition covenant are reasonable in scopeand duration and are necessary to protect the Company’s businessinterests and Confidential Information. If any provision of thisnoncompetition covenant as applied to any party or to anycircumstance is adjudged by a court or arbitrator to be invalid orunenforceable, the same will in no way affect any other circumstanceor the validity or enforceability of his Employment Agreement. Ifany such provision, or any part thereof, is held to be unenforceablebecause of the scope, duration, or geographic area covered thereby,the parties agree that the court or arbitrator making suchdetermination shall have the power to reduce the scope and/orduration and/or geographic area of such provision, and/or to deletespecific words or phrases, and in its reduced form, such provisionshall then be enforceable and shall be enforced. The parties agreeand acknowledge that the breach of this noncompetition covenant willcause irreparable damage to the Company, and upon breach of anyprovision of this noncompetition covenant, the Company shall beentitled to injunctive relief, specific performance, or otherequitable relief; provided, however, that this shall in no way limitany otherremedies which the Company may have (including, without limitation,the right to seek monetary damages).(d) Should the Executive violate the provisions of thisnoncompetition covenant, then in addition to all other rights andremedies available to the Company at law or in equity, the durationof this covenant shall automatically be extended for the period of
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time from which the Employee began such violation until hepermanently ceases such violation.     4.2 The Parties agree that Employee may be employed in the entertainment industry or own acompany in the entertainment industry provided said employment or ownership does not violate thenon-competition provisions set forth in Section 4.1 above (“Non-Compete”). In the event thatEmployee plans to acquire assets that in-whole or in-part violate the Non-Compete, Employee agreesthat he shall remedy the violation prior to the closing of such acquisition (“Closing”). IfEmployee’s efforts are unsuccessful prior to the Closing, Employee shall have thirty (30) days tocure such breach of this Agreement by divesting the assets that are in competition with theCompany’s business.     4.3 . The Parties agree that Employee may call upon or otherwise engage in discussions and/orbusiness with companies that are customers of Company, provided such contact does not divert ortake away business from Company or otherwise violate the Non-Compete. In the event that Employee’sdiscussions or business with customers of Company violates the Non-Compete, Employee shall havethirty (30) days to cure such breach of this Agreement.5. Non-Solicitation of Company Employees.     5.1 Consistent with Employee’s obligations under Section 6 of his Employment Agreement,Employee agrees as follows:To further preserve the rights of the Company pursuant to thenondisclosure covenant discussed above, and in consideration for thestock options grants and other consideration promised by the Companyunder his Employment Agreement and this Agreement, during the termof the Employee’s employment with the Company and until October 1,2006 the Employee will not, directly or indirectly, (i) solicit orhire Bruce Eskowitz, Scott Zeiger, Steve Winton, or David Ian; (ii)solicit or encourage Bruce Eskowitz,
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Scott Zeiger, Steve Winton, orDavid Ian to terminate their respective employment with the Company,or any subsidiary or affiliate of the Company; or (iii) solicit orencourage Bruce Eskowitz, Scott Zeiger, Steve Winton, or David Ianto accept employment with any business, operation, corporation,partnership, association, agency, or other person or entity withwhich the Employee may be associated. If, during the term of thisnonsolicitation covenant, the Employee learns, (but without any dutyor obligation to inquire) that any such employee has acceptedemployment with any business, operation, corporation, partnership,association, agency, or other person or entity with which theEmployee may be associated (other than the Company), the Employeewill immediately send notice to the Company identifying the employeeand certifying that the Employee did not breach any provision ofthis nonsolicitation covenant.     5.2 Company agrees to release and forever discharge Employee from any and all claims, causesof action, and liability related to conversations Employee has had with Bruce Eskowitz, ScottZeiger, Steve Winton, or David Ian in violation of Section 5.1 herein, but only to the extent thatsuch conversations occurred prior to the execution of this Agreement. The parties further agreethat any discussions Employee has had or will have with Scott Zeiger relating solely to Section1.5 above do not violate the provisions of Section 5.1 herein.6. Cooperation: The Employee agrees to cooperate with the Company, as reasonably requestedby the Company by responding to questions, attending depositions, administrative proceedings andcourt hearings, executing documents, and cooperating with the Company and its accountants and legalcounsel with respect to business issues, and/or claims and litigation of which he has personal orcorporate knowledge. The Employee further agrees, to maintain, instrict confidence, any information of which he has knowledge regarding current and/or futureclaims, administrative proceedings and litigation (except as required by subpoena or otherapplicable legal process, after the Company has been given reasonable notice and opportunity toseek relief from such requirement). The Employee agrees not to communicate with any
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party(ies),their legal counsel or others adverse to the Company in any such claims, administrative proceedingsor litigation except through the Company’s designated legal counsel (except as required by subpoenaor other applicable legal process, after the Company has been given reasonable notice andopportunity to seek relief from such requirement). The Employee shall make himself available atreasonable times and upon reasonable notice to answer questions or provide other information withinhis possession as requested by the Company relating to the Company, its subsidiaries and/or theirrespective operations in order to facilitate the smooth transition of the Employee’s duties to hissuccessor. The Company shall reimburse the Employee for any documented out-of-pocket expenses,including but not limited to reasonable and necessary legal fees, reasonably incurred by theEmployee in complying with this Paragraph.7. Other Understandings and Agreements:     7.1 Employee agrees that this Agreement binds him and also binds his spouse, children, heirs,executors, administrators, assigns, agents, partners, successors in interest, and all other personsand entities in privity with him.     7.2 Employee promises and represents that he will not disclose, disseminate, or publicize, orcause or permit to be disclosed, disseminated, or publicized, any of the terms of this Agreement,except (1) to the extent necessary to report income to appropriate taxing authorities; (2) inresponse to an order or subpoena of a court of competent jurisdiction; (3) in response to anysubpoena issued by a state or federal governmental agency; (4) in order to clarify terms ofthe right of first refusal and/or overhead contributions with any financing partners; or (5)to his spouse, attorneys and financial advisors, as necessary, and all of whom shall agree to keepthis Agreement confidential as a condition of any such disclosure. The Company shall issue a press
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release regarding the new relationship and activities of the parties as mutually agreed upon by theCompany and the Employee.     7.3 Employee promises and represents that he will not make or cause to be made any derogatory,negative or disparaging statements, either written or verbal, about Company.     7.4 Employee may take up to twenty-one (21) days from receipt of this Agreement to decidewhether to accept this Agreement. Employee may actually accept and sign this Agreement at any timewithin this 21-day period, but Employee is not required to do so by Company. If Employee has notsigned this Agreement as of the 22nd day after receipt, this severance offer is revokedby Company. In deciding whether to accept the terms of this Agreement, Employee is also advisedthat he may revoke this entire release up to seven days following its execution and that he mayconsult with an attorney of his choice.     7.5 Employee agrees that, if any single section or clause of this Agreement should be foundinvalid or unenforceable, it shall be severed and the remaining sections and clauses enforced inaccordance with the intent of this Agreement.     7.6 This Agreement contains the entire understanding between Employee, Company and ClearChannel, and supersedes all prior agreements and understandings relating to the subject matter ofthis Agreement, including, but not limited to, Employee’s Employment Agreement. Notwithstanding theforegoing, Section 4 (Nondisclosure of Confidential Information), Section 5 (Non-Competition) andSection 6 (Nonsolicitation of Company Employees) of Employee’s Employment Agreement shall remain infull force and effect, exceptas modified in this Agreement. This Agreement shall not be modified, amended, or terminatedunless such modification, amendment, or termination is executed in writing by Employee and anauthorized representative of Company and/or Clear Channel.
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     7.7 Any disputes that relate in any way to the provisions of this Agreement shall bearbitrated by a single arbitrator pursuant to the American Arbitration Association National Rulesfor the Resolution of Employment Disputes. With the exception of attorney’s fees, all AmericanArbitration Association expenses will be paid by Company.     7.8 This Agreement shall be construed in accordance with the laws of the State of Texaswithout regard to any applicable conflicts of law and shall be deemed performable in San Antonio,Bexar County, Texas.     7.9 Employee represents and certifies that he (1) has received a copy of this Agreement forreview and study and has had ample time to review it before signing; (2) has read this Agreementcarefully; (3) has been given a fair opportunity to discuss and negotiate the terms of thisAgreement; (4) understands its provisions; (5) understands that he has the right to consult with anattorney; (6) has determined that it is in his best interest to enter into this Agreement; (7) hasnot been influenced to sign this Agreement by any statement or representation by Company notcontained in this Agreement; and (8) enters into this Agreement knowingly and voluntarily.ACCEPTED AND AGREED:      BRIAN E. BECKER