EX-10.1






Exhibit 10.1




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is
made as of April 6, 2009,
effective April 1, 2009, by and between Spanish Broadcasting System, Inc., a corporation existing
under the laws of Delaware with offices located at 2601 S. Bayshore
Drive, PH2 Coconut Grove,
Florida 33133 (the “Company”) and Frank Flores (“Employee”), an individual whose principal place of
residence and current mailing address is 461 First Street, Oradell, New Jersey 07649.



RECITALS




          WHERAS, the Company and Employee entered into a written employment agreement on or about July
16, 2007 (the “2007 Employment Agreement”);



          WHEREAS, the Company is the owner and/or operator of certain Spanish-language radio stations
serving the metropolitan New York, New York area (the “NY Stations”) and throughout the United
States and Puerto Rico (collectively, the “Stations”);



          WHERAS, the Company wishes to engage Employee and Employee wishes to become engaged to perform
services for the Company as Chief Revenue Officer of the Stations and General Manager of the NY
Stations during the Term (as defined herein), pursuant to the terms and conditions set forth in
this Agreement; and



          WHEREAS, the Company and Employee agree that this Amended and Restated Employment Agreement
replaces and voids in all respects all terms and conditions set forth in the 2007 Employment
Agreement.



          NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, the
parties understand and agree as follows:



     1. Employment. Employee shall be employed to perform services as Chief Revenue
Officer for the Stations and General Manager for the NY Stations during the Term (as defined
herein). Employee will render such services solely and exclusively for the Company and devote
Employee’s full business time, energy and ability to the Company and faithfully and diligently
promote the business affairs and interests of the Company. Employee shall report to and be directed
by the Company’s Chief Executive Officer or his/her designee. Employee’s services will be rendered
subject to and in accordance with the policies, controls, rules and procedures of the Company.
During the Term, Employee’s services shall be rendered at the Company’s New York office. Although
Employee’s primary responsibility will be to provide his services in New York, New York, Employee
will be required to travel to the Stations from time to time, to perform services in such other
locations, or areas as directed by the Company, provided that the Company will not require Employee
to relocate his domicile for these purposes.




 









 






     2. Specific Duties and Services. Employee shall perform services as Chief Revenue
Officer for the Stations and General Manager for the NY Stations as such term is commonly defined
in the industry, when representing the Company or the Company Entities (as defined herein) to the
best of his ability and perform such managerial and operational services, as are customarily
rendered by persons engaged in the same or a similar capacity in the radio and entertainment
industry and such other services as the Company may reasonably require from time to time. During
the Term, in addition to Employee’s duties as set forth herein, Employee shall be responsible for:
(i) overseeing and managing all aspects of the Stations’ revenue growth, including local and
national sales, (ii) meeting or exceeding national and local sales goals as may be set forth by the
Company from time to time, (iii) increasing station operating income and top line growth, and
fostering new business development, (iv) overseeing the NY Stations’ day to day operations and
maintaining managerial control of the NY Stations including, but not limited, to managing broadcast
cash flow in accordance with the Company’s goals and objectives, (v) taking all reasonable and
necessary steps to protect the Stations’ broadcast licenses, and (vi) using his best efforts to
make the Company the most respected broadcasting company. Further, Employee agrees to comply with
the Company’s policies standards of professional conduct, and comply with the Company’s
instructions, directions, requests, rules and procedures.





     3. Term. On the terms and subject to the conditions set forth in this Agreement, the
Company hereby employs Employee and Employee hereby accepts such employment for the period
commencing on April 1, 2009 and ending on March 31, 2012, unless terminated earlier in accordance
with the provisions of this Agreement (the “Term”). For purposes of this Agreement, the Term and
any additional period, if any, are collectively referred to as the “Term”.



     4. Exclusivity.



          (a) Prohibited Activities. Without the prior express written consent of the Company,
which consent may be withheld or rescinded at any time in the sole discretion of the Company,
Employee will not, directly or indirectly, either individually or as an employee, agent, partner,
joint venture shareholder, consultant, officer, director or in any other capacity: (i) render
services to any other person or entity, except to a charitable organization for no consideration
and then only to the extent it does not interfere with the business interests of the Company and
the performance by Employee of Employee’s obligations under this Agreement; or (ii) participate,
engage in or have any financial or other interest in any business which is competitive in any
manner whatsoever with any business in which the Company or any of its affiliates is now or may
hereafter become engaged. The foregoing prohibition does not include ownership by Employee of less
than five percent (5%) of the outstanding shares of any publicly-traded entity, provided that
Employee does not otherwise participate in such entity as a director, officer, employee or in any
other capacity.



          (b) Agreement to Employ; No Conflicts. Employee represents and warrants to the
Company that (a) he is entering into this Agreement voluntarily and that his employment hereunder
and compliance with the terms and conditions hereof will not conflict with or result in the breach
by his of any agreement to which he is a party or by which he may be bound, (b) he has not, and in
connection with his employment with the Company will not, violate any non-
competition, non-solicitation or other similar covenant or agreement by which he is or may be
bound, (c) he has no outstanding commitments inconsistent with any of the terms of this Agreement
or the services to be rendered by Employee hereunder, and (d) in connection within his employment
with the Company he will not use any confidential or proprietary information he may have obtained
in connection with employment with any prior employer.



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     5. Compensation and Benefits.



          (a) Base Salary. In consideration for the obligations by the parties hereunder and in
consideration for Employee’s acceptance of the Restrictive Period (as defined herein), the Company
shall pay Employee a base salary (“Base Salary”) as set forth on the Compensation Rider attached
hereto as Exhibit A and made a part hereof. Employee’s Base Salary shall be paid in
accordance with the payroll policies of the Company from time to time in effect, less such amounts
as may be required to be withheld by applicable federal, state and local law and regulations.



          (b) Bonus. See Compensation Rider Exhibit A attached hereto and made a part
hereof.



          (c) Benefits.
See compensation Rider Exhibit A attached hereto and made
a part hereof.



     6. Covenants.



          (a) Acknowledgment. Employee agrees and acknowledges that in the course of rendering
services to the Company and its clients and customers he has acquired and will acquire access to
and become acquainted with confidential information about the professional, business and financial
affairs of the Company, its parent, subsidiaries and affiliates that is non-public, confidential or
proprietary in nature. Employee acknowledges that the Company is engaged in a highly competitive
business and the success of the Company in the marketplace depends upon its goodwill and reputation
for quality and dependability. Employee agrees and acknowledges that reasonable limits on his
ability to engage in activities competitive with the Company are warranted to protect its
substantial investment in developing and maintaining its status in the marketplace, reputation and
goodwill. Employee recognizes that in order to guard the legitimate interests of the Company, it
is necessary for it to protect all confidential information. The existence of any claim or cause
of action by Employee against the Company shall not constitute and shall not be asserted as a
defense to the enforcement by the Company of this Agreement. Employee further agrees that his
obligations of this Section 6 shall be absolute and unconditional.



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          (b) Restrictive Covenant. During the Term and for a period of six (6) months after
the end of the Term (the “Restrictive Period”), Employee shall not render services in any capacity,
including but not limited to rendering services as on-air talent, host, producer of radio,
satellite radio, or television programs, program director, program executive or consultant,
for any “Competitive Business,” which shall include, but shall not be limited to any radio station,
radio network, satellite radio, or broadcast television station, television network, cable station,
cable programming network, satellite station, satellite programming network or internet website (i)
in any area in which SBS owns, leases or programs a radio or television station, at any time during
Employee’s employment with SBS (the “Territory”) and (ii) that broadcasts or transmits its on-air
content primarily in the Spanish-language. Competitive Business shall also include satellite,
cable and Internet radio and television providers. It is specifically understood by Employee that
SBS, the SBS Stations and SBS-affiliated television facilities or stations, if any, within the
Territory are intended beneficiaries of the restrictive covenants contained in this Section. The
parties agree that it will be deemed a violation of this section for Employee to render services,
directly or indirectly, to any company that is in the business of owning, leasing or programming
radio stations that broadcast primarily in the Spanish language, if Employee’s duties or activities
include responsibility for or relate in any significant manner to one or more of that company’s
stations that are competitive with one or more of the SBS Stations.



          (c) Non-Solicitation or Interference. During the Term and the Restrictive Period,
Employee shall not, in any capacity, whether for his own account or on behalf of any other person
or organization, directly or indirectly, with or without compensation interfere with the operation
of the Company’s business, including without limitation by: (i) soliciting, diverting, inducing or
encouraging any officers, directors, employees, agents, consultants, former customer,
representatives or any other person or concern, dealing with or in any way, directly or indirectly,
associated with the Company or its parents, subsidiaries, affiliate and/or divisions (the “Company
Entities”) to terminate her, his or its relationship with the Company or the Company Entities, (ii)
hiring any such officer, director, employee, agent, consultant, former customer, representative or
any other person or concern so solicited, diverted, induced or encouraged, (iii) soliciting,
diverting, inducing or encouraging any officers, directors, employees, agents, consultants or
representatives of the Company or the Company Entities, to become officers, directors, employees,
agents, consultants, customers, representatives or any other person or concern, of another
business, enterprise or entity, (iv) soliciting, diverting or appropriating any customers, clients,
vendors or distributors of the Company or the Company Entities, or (v) influencing or attempting
to influence any of the customers, clients, vendors, distributors or business partners of the
Company or the Company Entities, to transfer her, his or its business or patronage from the Company
or the Company Entities to any Competitor of the Company or the Company Entities.



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          (d) Confidential Information. During and at all times after the Term, Employee shall
keep secret this Agreement, all non-public information, matters and materials of the Company or the
Company Entities, including, but not limited to, know-how, trade secrets, mail order and customer
lists, pricing policies, operational methods, any information relating to the Company or the
Company Entities, products or product development, processes, product specifications and
formulations, artwork, designs, graphics, services, budgets, business and financial plans,
marketing and sales plans and techniques, employee lists and other business, financial, commercial
and technical information presently owned, or at any time in the future developed by the Company or
the Company Entities, its agents, or consultants, actually or potentially used in the operation of
the Company’s business, or obtained from third parties under an agreement of confidentiality
(collectively, the “Confidential Information”), to which he has had or may have access and shall
not use or disclose such Confidential Information to any person
other than (i) the Company, its authorized employees and such other persons to whom Employee has
been instructed to make disclosure by the Company, in each case only to the extent required in the
course of Employee’s service to the Company or as otherwise expressly required in connection with
court process, (ii) as may be required by law and then only after consultation with the Company to
the extent possible, or (iii) to Employee’s personal advisors for purposes of enforcing or
interpreting this Agreement, or to a court for the purpose of enforcing or interpreting this
Agreement, and who in each case have been informed as to the confidential nature of such
Confidential Information and, as to advisors, their obligation to keep such Confidential
Information confidential. “Confidential Information” shall not include any information which is in
the public domain during the period of service of Employee, provided such information is not in the
public domain as a consequence of disclosure by Employee in violation of this Agreement or by any
other party in violation of a confidentiality or non-disclosure agreement with the Company. Upon
termination of Employee’s employment for any reason, or whenever requested by the Company, Employee
shall promptly deliver to the Company any and all Confidential Information, and all copies thereof,
including but not limited to, documents, data, papers and records of any nature and in any medium
(including, but not limited to, electronic media) in his possession or subject to his control that
(i) belong to the Company or the Company Entities or (ii) contain or reflect any information
concerning the Company, the Company Entities and affiliates. Employee hereby acknowledges that the
sale or unauthorized use, duplication or disclosure of any Confidential Information by any means
whatsoever and any time before, during or after employment with the Company shall constitute a
material breach of this Agreement and unfair competition; and Employee agrees not to engage in
unfair competition either during the time employed by the Company or at any time thereafter in
perpetuity.



          (e) Non-Disparagement. In consideration of Company’s obligations hereunder, during
the Term and the Restrictive Period, Employee shall not directly or indirectly (i) engage in any
conduct or make any statement, whether in commercial or non-commercial speech, disparaging or
criticizing in any way the Company, the SBS Entities or any affiliate, executive officers,
directors or employees of any of the foregoing entities, or any products or services offered by any
of these entities, or (ii) engage in any other conduct or make any other statement, in each case,
which could be reasonably expected to (x) impair the goodwill or reputation of the foregoing
entities or individuals or (y) the reputation of any of the foregoing entity’s products or services
or the marketing of any of the foregoing entity’s products or services, except to the extent
required by law and then only after consultation with the Company to the extent possible, or in
connection with any dispute between Employee and any of the foregoing entities.



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          (f) Company’s Right of First Refusal to Match Competing Offer. Without compromising
in any way the Company’s rights under this Section 6 or under law, the Company shall have a right
of first refusal to match all bona fide competing offers (and if Employee shall be ready, willing,
and able to accept such competing offer) for Employee’s services at any non-Company radio station
wherever located (“Competing Offers”) after the expiration or early termination of this Agreement.
No fewer than forty-five days (45) prior to the expiration of this Agreement, but in any event no
fewer than thirty (30) days before employment of Employee contemplated by a Competing Offer is to
commence (“Commencement Date”), Employee shall provide to the Company written notification of the
terms and conditions of such
Competing Offers, including a true copy of the actual Competing Offer. No fewer than thirty
(30) days prior to the expiration of this Agreement or fifteen (15) days before the Commencement
Date, whichever is later, the Company shall provide to Employee written notification of whether it
intends to match the material terms of each and every bona fide competing offer. If the Company
declines to match the material terms of a bona fide Competing Offer, Employee shall be free to
accept that competing offer and to begin employment, but only after the time periods as described
in Section 6(b) have expired. The right of first refusal contained in this Section 6(f) shall not
apply to any conduct other than the performance of “services” as defined in Section 1, above.



          (g) Employee Fidelity. Employee agrees that during the Term, Employee will not,
directly or through third-party intermediaries, initiate or invite contact with, or solicit or
entertain offers or proposals of employment from Competitors wherever located. Employee expressly
acknowledges that (i) he will immediately notify the Company of any such communications and (ii) a
breach of this covenant of fidelity shall constitute grounds for termination for Cause under
Section 10.



          (h) Remedies for Breach; Injunctive Relief. The Company and Employee agree that the
restrictive covenants contained in this Agreement are severable and separate, and the
unenforceability of any specific covenant herein shall not affect the validity of any other
covenant set forth herein. Employee acknowledges that by virtue of his position with the Company,
Employee will be given access to the Company’s and the Company Entities’ trade secrets and
Confidential Information. Employee acknowledges that the Company will suffer irreparable harm as a
result of a breach of such restrictive covenant by Employee for which an adequate monetary remedy
does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any
actual or threatened breach by Employee of any provision of this Agreement, the Company shall, in
addition to any other remedies permitted by law, be entitled to obtain remedies in equity,
including, but not limited to, specific performance, injunctive relief, a temporary restraining
order, and/or a preliminary and/or permanent injunction in any court of competent jurisdiction, to
prevent or otherwise restrain a breach of this Section 6 without the necessity of proving damages,
posting a bond or other security, and to recover any and all costs and expenses, including
reasonable counsel fees, incurred in enforcing this Agreement against Employee, and Employee hereby
consents to the entry of such relief against his and agrees not to contest such entry. Such relief
shall be in addition to and not in substitution of any other remedies available to the Company.
The existence of any claim or cause of action of Employee against the Company, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of
said covenants. Employee shall not defend on the basis that there is an adequate remedy at law.
In addition to and not in lieu of any other remedy that the Company may have under this Section 6
or otherwise, in the event of any breach of any provision of this Section 6 during the period
during which Employee is entitled to receive payments and Benefits pursuant to Section 10, such
period shall terminate as of the date of such breach and Employee shall not thereafter be entitled
to receive any salary or other payments or Benefits under this Agreement.



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          (i) Modification and Survival. Employee hereby agrees that each provision in this
section shall be treated as a separate and independent clause, and the unenforceability of
any one clause shall in no way impair the enforceability of any of the other clauses herein.
The parties agree and acknowledge that the duration, scope and geographic area of the covenants
described in this Section 6 are fair, reasonable and necessary in order to protect the Confidential
Information, goodwill and other legitimate interests of the Company and that adequate consideration
has been received by Employee for such obligations. Employee further acknowledges that after
termination of his employment with the Company for any reason, he will be able to earn a livelihood
without violating the covenants described in this Section 6 and Employee’s ability to earn a
livelihood without violating such covenants is a material condition to his employment with the
Company. If, however, for any reason any court of competent jurisdiction determines that the
restrictions in this Section 6 are not reasonable, that consideration is inadequate or that
Employee has been prevented unlawfully from earning a livelihood, such restrictions shall be
interpreted, modified or rewritten to include the maximum duration, scope and geographic area
identified in this Section 6 as will render such restrictions valid and enforceable. It is the
intent of the parties that this section be enforced to the greatest extent allowable in law or
equity. The terms of this Section 6, shall survive the termination or expiration of Employee’s
employment and this Agreement, but only to the extent of the time limitations as set forth herein.



     7. Proprietary Rights.



          (a) Property Rights; Intellectual Property. All audio and/or video broadcasts, air
checks, recordings, streamings or transmissions, prerecorded or otherwise, whether by radio,
television, Internet, satellite, cable, cellular telephony, or other electronic media whether now
existing or hereafter developed of the programming of the Company or the Company Entities
commercials, data, copy, written and recorded materials, as well as all recordings, documents,
notes, sales and marketing strategies, projections, forecasts and presentations, sales and revenue
projections or estimates, if applicable, created by Employee at any time during the Term or any
extension thereof, including without limitation the Employee’s work product, are works for hire and
shall be the exclusive property of the Company, and the Company Entities throughout the Universe,
in perpetuity (the “Property Rights”). The Company and the Company Entities own or shall own all
right, title and interest throughout the Universe, in any of Employee’s and the Company’s and the
Company Entities work product and all copyright, trademark and other intellectual property rights
in and related thereto throughout the Universe, in perpetuity (“Intellectual Property”), including
but not limited to, the right to syndicate all or part of Employee’s program in any media whether
now existing or hereafter developed without any additional compensation to Employee. Material,
characters, personalities and skits created by or for Employee during her/her employment with the
Company may only be used by Employee during the Term or any extension thereof for the benefit of
the Company, although the Company, as owner of the Work Product, Property Rights and Intellectual
Property, may use them in any manner at any time in the Company’s sole and absolute discretion.
All documents or other tangible property and concepts or inventions, including Internet,
television, and other electronic media, relating in any way to the business of the Company or the
Company Entities which are conceived or generated by Employee or come into Employee’s possession
during or by virtue of his employment with the Company shall be and remain the property of the
Company and the Company Entities. Employee must return all such documents and tangible
property to the Company on termination of this Agreement for any reason or at such earlier
time as the Company may request in writing.



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          (b) Works Made for Hire. Employee acknowledges and agrees that Employee is and has
been retained by the Company to create work product and on a work-made-for-hire basis for the
Company. In this regard, the Company, and not Employee, is the sole and exclusive owner of
authorship and ownership of all right, title and interest in and to any part of the work product,
and any portion of the fruit, proceeds, lay-outs, story boards, slogans, designs, flow-charts,
etc., created, written, developed, finished, produced, disclosed or acquired by Employee, alone or
in collaboration with others, during Employee’s employment by the Company (collectively, the “Work
Product”) and any portion of the Intellectual Property are deemed to vest in or be owned by the
Company as a work-made-for-hire or by operation of law or otherwise. Notwithstanding the foregoing,
upon the termination of the Agreement or earlier termination, the Company has the right to use any
Work Product, Property Rights, and Intellectual Rights in perpetuity and throughout the Universe.
Insofar as the authorship and ownership of all right, title and interest in and to any part of the
Work Product and any portion of the Intellectual Property are not deemed to vest in or be owned by
the Company as a work-made-for-hire or by operation of law or otherwise, Employee agrees to and
hereby does assign, sell, transfer, grant and convey to the Company (without the necessity of any
further consideration, documentation or further acts by either party) the entirety of whatever
right, title and interest Employee has in the Intellectual Property throughout the Universe. At
the Company’s request, Employee shall execute any documents reasonably required by the Company to
confirm, establish, record, file applications for, renew or maintain the Company’s rights and
ownership in the Intellectual Property worldwide and will cooperate fully with the Company in
connection with any or all of these efforts. The Work Product constitutes “work made for hire” as
such term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended,
such that all copyrights in such work product, in any and all media and through all forms of
communication or transmission, whether presently known or hereafter developed, are the exclusive
property of the Company. If, for any reason, the Work Product does not qualify as “work made for
hire,” Employee is deemed to have hereby irrevocably sold, assigned and transferred to the Company
all such copyrights.



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     8. Name and Likeness.



     Employee hereby grants to the Company, its affiliates, licensees and distributors the
irrevocable license throughout the Universe, (whether this Agreement expires in its normal course
or is terminated for any reason whatsoever), which license is exclusive during the Term and
non-exclusive in perpetuity, to use, simulate and portray in any and all media, whether now known
or hereafter developed, including, without limitation the Internet, Employee’s likeness,
photograph, name, voice and other personal identification and biography in connection with
advertising, publicizing and otherwise exploiting the Company’s and its affiliates’ programming
incorporating the services of Employee and promoting the Company’s business generally, including,
without limitation, in connection with the Company’s and its affiliates’ Internet activities. The
foregoing right shall include, without limitation, the right to use such likeness in photographs,
drawings, computer-generated graphic images and other personal likeness and identification.



     This Section 8 is not intended to alter, comprise or limit in any way SBS’ Property Rights or
Intellectual Rights as stated in Section 7 above.



     9. Compliance with the Communications Act of 1934, et. al.



          (a) Section 508 of the Communications Act of 1934. Employee shall comply with the
provisions of Section 508 of the Communications Act of 1934, as amended, in that he will not accept
money or any valuable consideration, including services, for the broadcast of any matter by the
Stations and in that he will promptly complete the Annual Statement and Questionnaire and promptly
return it to the Company. Without limiting the Company’s right to terminate for any other cause,
the Company shall have the right, upon violation of this provision by Employee, immediately to
terminate this Agreement and Employee’s employment hereunder for cause.



          (b) Conflicts of Interest. Employee represents and warrants that Employee is familiar
with the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended,
recognizes Employee’s responsibilities and personal liabilities thereunder, and will fully comply
with those provision during the Term. Specifically, Employee will not, without the prior knowledge
and written consent of the Company in each instance: (a) engage in any business or economic
activity that would create a conflict of interest in the selection of broadcast matter, (b) accept
any favors, loans, entertainment or anything of value from persons seeking the airing of any matter
in return therefore, or (c) promote over the air any activity or matter in which Employee or any
affiliate of Employee has a direct or indirect financial interest. Employee will provide the
Company with such information and execute such certifications as the Company may from time to time
reasonably require to enable the Company to discharge its obligations under the above-referenced
statutory provisions.



     10. Termination. This Agreement and Employee’s employment by the Company will
terminate on the earlier of (i) the expiration of the Term or (ii) the first to occur of any of the
following:



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          (a) Death. Upon the death of Employee.



          (b) Failure to Render Service. In the event Employee fails for a period of four (4)
consecutive weeks or for a total of eight (8) weeks in any one-year period, as a result of illness,
incapacity, injury, disability from a physical or mental condition, or by reason of any statute,
law, ordinance, regulation, order, judgment or decree.



          (c) For Cause. The Company may terminate Employee’s employment hereunder at any time,
effective immediately for Cause (as defined below) and all of the Employee’s rights to payments
(other than salary payments for services already rendered and expenses incurred through the date of
such termination) and any other Benefits otherwise due hereunder shall cease immediately. For
purposes of this Agreement the term “Cause” includes, but is not limited to: (i) refusal or
unwillingness to perform duties; (ii) habitual neglect of duties which Employee is required to
perform; (iii) failure of Employee to perform all duties and obligations of Employee in a manner
which is satisfactory to the Company; (iv) willful misconduct or gross negligence; (v) theft, fraud
or other illegal conduct; (vi) sexual or other unlawful harassment; (vii) conduct which reflects
adversely upon the Company, any affiliate of the Company, or any officer, director, management,
employees, advertisers, clients, agents or any of them, including, without limitation,
broadcasting, publishing or making derogatory statements, disparaging remarks or personal attacks
against the Company, including but not limited to, its officers and directors, management,
employees, advertisers or any of its policies or procedures; (viii) arrest for or conviction of a
crime involving moral turpitude; (ix) insubordination; (x) any willful act that is likely to or
does in fact have the effect of injuring the reputation, business or a business relationship of the
Company, any affiliate of the Company, or any officer, director or board of directors of any of
them; (xi) violation of any fiduciary duty or duty of loyalty; (xii) failure to perform any
reasonable duties assigned to Employee by the Chief Executive Officer or his/her respective
designees; (xiii) failure to follow any the Company or its Parent operating or personnel policies
and practices (Employee acknowledges having read and understood the Employee Handbook); (xiv)
failure to comply with any rule, regulation, guideline or policy of the FCC or other governmental
agency with jurisdiction over the Company; (xv) repeated or sustained absence from the Station (not
due to a disability or an the Company approved vacation or other absence or leave); (xvi) engaging
in “payola” or “plugola” practices; (xvii) use of illegal drugs or alcohol at any time on any
property owned or leased by the Company or any the Company Station; (xviii) failure to meet three
or more consecutive quarterly sales budgets; (xix) broadcasting or transmitting, or allowing the
broadcast or transmission, of any obscene, prurient, indecent or highly inappropriate material,
including the posting of any such obscene, prurient, indecent or inappropriate material on any
website associated with the Company or the Company Entities that has the effect of injuring third
parties or subjecting SBS to public ridicule or liability; or (xx) failure to comply with any of
the terms and conditions of this Agreement. Termination of Employee’s employment under this Section
10 will not limit the Company’s rights and remedies against Employee under this Agreement, at law
or in equity.



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          (d) Without Cause. The Company, in its absolute discretion, may terminate Employee’s
employment at any time without Cause (as defined below) for any reason and with or without notice.
Effective as of the date of the termination of Employee’s employment pursuant to this Section
10(d), Employee’s right to receive Base Salary, Benefits, expense
reimbursement and other amounts (such as bonuses) will cease, provided that the Company will
pay Employee such amounts, if any, which Employee has earned but are unpaid. In the event
Employee’s employment is terminated pursuant to this Section 10(d), the Company will pay Employee
three (3) month’s Base Salary after the date of such termination in accordance with the Company’s
payroll policies. Such payment will be in lieu of all other rights of Employee under this
Agreement, at law or in equity, except as provided in the first sentence of this Section 10(d).
The payment described in this section 10(d) is intended to meet the exception to deferred
compensation for purpose of section 409A of the Internal Revenue Code of 1986 (the “Code”) as
involuntary separation pay within the meaning of Treasury Regulation 1.409A-1(b)(9)(iii). This
Agreement shall be administered and construed consistent with this intent.



          (e) Release. Notwithstanding the foregoing, and subject to Employee’s compliance with
the conditions of Section 6, in order to be eligible for any payments hereunder, Employee must (i)
execute and deliver to the Company a full general release of all claims, including but not limited
to claims in connection with Employee’s employment or the termination thereof, in a form reasonably
satisfactory to the Company, and (b) as determined by the Company, must be and remain in compliance
in all material respects with his material obligations under this Agreement, including, but not
limited to, those obligations set forth in Section 6. In the event the Company determines, with
notice to Employee, that Employee has materially breached his obligations hereunder, including
those obligations set forth in Section 6, any and all payments or Benefits provided for in Section
10(d) shall cease immediately.



          (f) Post Termination Conditions. Upon termination of Employee’s employment with or
without Cause, Employee agrees that he will cooperate with and assist the Company with any
litigation, contract negotiation or other matter in which the benefit of Employee’s knowledge or
expertise may be requested by the Company, including without limitation, assisting the Company, at
the Company’s sole request, in the preparation of litigation (including testifying).



     11. Customers, Suppliers. Employee does not have, and at any time during the Term
shall not have, any employment with or any direct or indirect interest in (as owner, partner,
shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or
supplier to the Company or the Company Entities.



     12. Certain Activities. During the Term, Employee shall not (a) give or agree to
give, any gift or similar benefit of more than nominal value to any customer, supplier, or
governmental employee or official or any other person who is or may be in a position to assist or
hinder the Company or the Company Entities in connection with any proposed transaction, which gift
or similar benefit, if not given or continued in the future, might adversely affect the business or
prospects of the Company or the Company Entities, (b) use any corporate or other funds for unlawful
contributions, payments, gifts or entertainment, (c) make any unlawful expenditures relating to
political activity to government officials or others, (d) establish or maintain any unlawful or
unrecorded funds in violation of Section 30A of the Securities Exchange Act of 1934, as amended,
and (e) accept or receive any unlawful contributions, payments, gifts, or expenditures.



11









 





     13. Miscellaneous.



          (a) Withholding. All compensation payable hereunder shall be subject to applicable
taxes, withholding, premium charges, co-payment of Benefits, self-insured retentions and other
normal deductions.



          (b) Notice. Any notice or other communications hereunder shall be in writing and shall
be deemed to have been duly given (i) when delivered personally, (ii) upon confirmation of receipt
when such notice or other communication is sent by facsimile, (iii) one day after delivery to an
overnight delivery courier (i.e., Federal Express), or (iv) on the fifth day following the date of
deposit in the United States mail if sent first class, postage prepaid, by registered or certified
mail. The addresses for such notices shall be as follows (or any other such address as one party
may specify by notice to the other):



	 	 	 
	As to the Company:

	 	Spanish Broadcasting System, Inc.
	 

	 	c/o 2601 South Bayshore Drive, PH II
	 

	 	Coconut Grove, Florida 33133
	 

	 	Attn: Melanie Montenegro, Esq.
	 

	 	Facsimile: (786) 470-1732
	 
	 	 
	As to Employee:

	 	Frank Flores
	 

	 	461 First Street
	 

	 	Oradell, NJ 07649






          (c) Conformity to Law. If any one or more provisions of this Agreement
should ever be determined to be illegal, invalid, or otherwise unenforceable by a court of
competent jurisdiction or be invalid or invalidated or unenforceable by reason of any law or
statute, then to the extent and within the jurisdiction invalid or unenforceable, it shall be
limited, construed or severed and deleted therefrom, and the remaining portions of this Agreement
shall survive, remain in full force and effect, and continue to be binding and shall not be
affected and shall be interpreted to give effect to the intention of the parties insofar as that is
possible.



          (d) Attorney’s Fees. In the event that any action is brought to enforce any of the
provisions of this Agreement, or to obtain money damages for the breach thereof, and such action
results in the award of a judgment for money damages or in the granting of any injunction in favor
of one of the parties to this Agreement, all expenses, including reasonable attorneys’ fees, shall
be paid by the non-prevailing party.



          (e) Severability. If any portion of this Agreement is held invalid or inoperative,
the other portions of this Agreement shall be deemed valid and operative and, so far as is
reasonable and possible, effect shall be given to the intent manifested by the portion held invalid
or inoperative.



          (f) Headings. The Headings used in this Agreement are for the convenience of the
parties and for reference purposes only and shall not form a part of or affect the interpretation
of this Agreement.



12









 





          (g) Construction. This Agreement shall be construed without regard to any presumption
or other rule requiring construction against the party causing this Agreement to be drafted, since
the attorneys for the respective parties have submitted revisions to the text hereof.



          (h) Entire Agreement. This Agreement shall constitute the entire agreement concerning
the subject matter hereof between the parties, superseding all previous agreements, memoranda of
understanding, negotiations, and representations made prior to the effective date of this
Agreement.



          (i) Amendment; Waiver. This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written instrument executed by
the parties hereto or, in the case of a waiver, by the party waiving compliance. The failure of
either party at any time or times to require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver by either party of the breach of
any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in this Agreement.



          (j) Successors and Assigns. This Agreement shall be binding upon Employee, without
regard to the duration of his employment by the Company or reasons for the cessation of such
employment, and inure to the benefit of his administrators, executors, heirs and assigns, although
the obligations of Employee are personal and may be performed only by her. The Company may assign
this Agreement and its rights, together with its obligations, hereunder. This Agreement shall also
be binding upon and inure to the benefit of the Company and its subsidiaries, successors and
assigns.



          (k) Governing Law. The validity of this Agreement, its interpretation and any
disputes arising from, or relating in any way to, this Agreement or the relationship of the
parties, shall be governed by the law of the State of New York without regard to conflicts of law
principles.



          (l) Arbitration. Any controversy, dispute or claim between the parties to this
Agreement, including without limitation any claim arising out of, in connection with, or in
relation to the formation, interpretation, performance or breach of this Agreement shall be settled
exclusively by arbitration before a single arbitrator, in accordance with this Section and the
American Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes.
The parties agree, notwithstanding the AAA rules regarding discovery, that each party shall have
the right to propound requests for discovery of documents shall have the right to conduct up to
three (3) depositions, and additional depositions, provided the arbitrator consents to such
additional depositions upon the party’s request. Judgment upon any award rendered by the
arbitrator may be entered by any state or federal court having jurisdiction thereof. The parties
acknowledge that by agreeing to arbitration pursuant to this Section, they are waiving their right
to a judicial forum, except as set forth below in this Section, and to a trial by jury.



13









 





          Arbitration shall be the exclusive remedy for determining any such dispute, regardless of its
nature. Notwithstanding the foregoing, any party may in an appropriate matter apply to a court
pursuant to New York Code of Civil Procedure, or any comparable provision, for provisional relief,
including a temporary restraining order or a preliminary injunction, on the ground that the award
to which the applicant may be entitled in arbitration may be rendered ineffectual without
provisional relief.



          This agreement to resolve any disputes by binding arbitration shall extend to any claims by or
against any parent, subsidiary, counsel or affiliate of each party, and officer, director,
shareholder, employee or agent of each party, or of any of the above, and shall apply as well as to
claims arising under the common law. In the event of a dispute subject to this Section, the
parties shall be entitled to reasonably discovery related to the claim that is the subject of the
dispute, subject to the discretion of the arbitrator and pursuant to the applicable AAA rules.



          Any filing or administrative fee shall be initially advanced by the party commencing the
arbitration subject to reallocation by the arbitrator. The prevailing party in such arbitration,
as determined by the arbitrator, and in any enforcement or other court proceedings, shall be
entitled, to the extent permitted by law, to reimbursement from the other party for all of the
prevailing party’s costs, expenses, and attorney’s fees.



          The arbitrator shall render an award and written opinion explaining the basis for the award.
The award of the arbitrator shall be final and binding upon the parties. If any of the provisions
of this Section or of this Agreement are determined to be unlawful or otherwise unenforceable, in
whole or in part, such determination shall not affect the validity of the remainder of this
Agreement, and this agreement shall be reformed to the extent necessary to carry out its provisions
to the greatest extent possible and to insure that the resolution of all conflicts between the
parties, including those arising out of statutory claims, shall be resolved by neutral,
confidential, binding arbitration.



          Unless mutually agreed by the parties otherwise, any arbitration shall take place in New York
County, New York.



          (m) Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed to be an original copy of this Agreement and all of
which together shall constitute one and the same instrument.



          (n) Translation of Agreement. In the event that this Agreement is translated into any
language other than the English language, the original English-language version of this Agreement,
in both form and substance, will govern this transaction in all respects, notwithstanding that the
English-language version of this Agreement is not executed by either or both of the respective
parties.



[remainder of page intentionally left blank]




14









 





     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day
and year first written above.



	 	 	 	 	 
	 	SPANISH BROADCASTING SYSTEM , INC.

 	 
	 	By:  	/s/ Joseph A.Garcia
 	 
	 	 	Name:  	Joseph A. Garcia 	 
	 	 	Title:  	Sr. EVP 	 
	 



	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Frank Flores
 	 
	 	Frank Flores 	 
	 	 	 
	 




15












 





EXHIBIT A




COMPENSATION RIDER




Frank Flores




     (a) Base Salary: Effective April 1, 2009 and each year thereafter during the Term,
the Company shall pay Employee an annual base salary of $250,000, payable bi-weekly (“Base
Salary”), in accordance with the payroll policies of the Company from time to time in effect, less
such amounts as may be required to be withheld by applicable federal, state and local law and
regulations.



     (b) NY Stations Consolidated Station Operating Income Year-End Bonus. Employee shall
be eligible to receive a year-end bonus equal to the percentages specified below only if the NY
Stations consolidated station operating income (“NY Stations Consolidated SOI”) (as defined below)
reach the respective SOI target. Such year-end bonus shall be payable if at all, 60 days after the
end of the then current calendar year.



NY Stations Consolidated SOI Bonus Incentive (year-end)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	SOI Target	 	 	 	%	 	 	 	Year-End Bonus Amount
	Equal to or greater than
$22M but less than $23M

	 	x
	 	 	.283	%	 	=
	 	$65,000 (maximum)

	Equal to or greater than
$23M but less than $24M

	 	x
	 	 	.391	%	 	=
	 	$	90,000	 
	Equal to or greater than
$24M but less than $25M

	 	x
	 	 	.4	%	 	=
	 	$	100,000	 
	Equal to or greater than
$25M but less than $26M

	 	x
	 	 	.48	%	 	=
	 	$	125,000	 
	Equal to or greater than
$26M but less than $27M

	 	x
	 	 	.55	%	 	=
	 	$	150,000	 
	Equal to or greater than
$27M but less than $28M

	 	x
	 	 	.625	%	 	=
	 	$	175,000	 
	Equal to or greater than
$28M but less than $29M

	 	x
	 	 	.689	%	 	=
	 	$	200,000	 
	Equal to or greater than $29M

	 	x
	 	 	.75	%	 	=
	 	Uncapped







For the purposes of this Agreement “NY Stations Consolidated SOI” shall mean the NY Stations
consolidated station operating income before depreciation and amortization, and gain (loss) on the
sale of assets and excluding stock based compensation expense, as certified by the CFO.



For the avoidance of doubt and by way of example, if the NY Stations Consolidated SOI is:




	 	i.	 	less than $22 million, then Employee is not eligible to receive a year-end bonus;
	 
	 	ii.	 	equal to $22.5 million, then Employee is eligible to receive a year-end bonus as
follows: $22.5 million x 0.283% = $63,675;
	 
	 	iii.	 	equal to $28 million, then Employee is eligible to receive a year-end bonus as follows:
$28 million x 0.689% = $192,920; or
	 
	 	iv.	 	equal to $34 million, then Employee is eligible to receive a year-end bonus as follows:
$34 million x 0.75% = $255,000.




 









 











     (c) Consolidated Stations SOI Year-End Bonus. Employee shall be eligible to receive a
year-end bonus equal to 0.4545% only if the Consolidated Stations SOI (as defined below) is $55.0
million or more. Such Stations consolidated year-end SOI bonus will be payable if at all, 60 days
after the end of the then current calendar year.



For the purposes of this Agreement “Consolidated Stations SOI” shall mean the Company’s radio
stations consolidated SOI before depreciation and amortization, and gain (loss) on the sale of
assets and excluding stock based compensation expense, as certified by the CFO.



For the avoidance of doubt and by way of example, if the Consolidated Stations SOI is:




	 	i.	 	less than $55 million, then Employee is not eligible to receive a year-end bonus;
	 
	 	ii.	 	equal to $55 million, then Employee is eligible to receive a year-end bonus as follows:
$55 million x 0.4545% = $250,000; or
	 
	 	iii.	 	equal to $60 million, then Employee is eligible to receive a year-end bonus as follows:
$60 million x 0.4545% = $272,700.





     (d) Bonuses Not Cumulative. The bonuses referred to in paragraphs (b) and (c) herein
above are mutually exclusive and are not cumulative.



     (e) Parking Automobile Allowance. In addition to Employee’s Base Salary and any
respective bonus, if any, as set forth herein, the Company shall reasonably pay or reimburse
Employee for one parking spot near the NY Station.



	 	 	 	 	 
	 	 	 
	 	     Company Initials: /s/ JAG
 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	

Employee Initials: /s/ FF