Unassociated Document


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT (this “Agreement”),
      dated
      as of August 18, 2008, between Equity Media Holdings Corporation, a Delaware
      corporation (the “Company”)
      and
      John E. Oxendine (“Executive”).

     

    WHEREAS,
      the Company desires to retain and compensate Executive, and Executive desires
      to
      be retained and compensated, for his services to the Company Executive effective
      as of June 14, 2008 (the “Commencement
      Date”);
      and

     

    WHEREAS,
      Executive is willing to enter into such employment agreement on the terms,
      conditions and provisions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the mutual promises, terms, covenants and
      conditions set forth herein and the performance of each, the parties hereby
      agree as follows:

     

    1.  Employment
      and Duties.

     

    (a)  During
      the Term (as defined in Section 4), the Company shall employ Executive in the
      position of Chief Executive Officer of the Company. Executive shall have such
      responsibilities, duties and authorities reasonably accorded to and expected
      of
      a chief executive officer, as well as those that may be established by Board
      of
      Directors of the Company from time to time (the “Board”),
      which
      responsibilities, duties and authorities will be generally consistent with
      those
      of a chief executive officer. Executive hereby accepts this employment upon
      the
      terms and conditions contained herein. Executive agrees to devote a significant
      portion of his business time, attention and efforts to promote and further
      the
      business of the Company and in no circumstance less time than that necessary
      to
      responsibly and diligently execute his duties hereunder. Subject to Section
      3,
      Executive shall be able to devote the remainder of his business time to other
      commercial, charitable and community activities, so long as such activities
      do
      not interfere with the discharge of his duties and responsibilities to the
      Company.

     

    (b)  Executive
      faithfully shall adhere to, execute and fulfill all policies established by
      the
      Board.

     

    (c)  Executive
      shall not be required to be located in Little Rock Arkansas, but shall be
      present in Little Rock, Arkansas on a regular basis and as necessary to
      diligently and responsibly fulfill his duties hereunder. Executive understands
      and agrees that he shall be required to travel for business reasons on behalf
      of
      the Company and Executive agrees that none of such travel requirements shall
      constitute Good Reason (as defined below).

     

    (d)  So
      long
      as Executive’s employment hereunder shall be continuing, and provided that
      Executive shall not be in breach of any of his obligations hereunder, Executive
      shall be entitled to one seat on the Board of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.  Compensation.
      For all
      services rendered by Executive in any capacity required hereunder, the Company
      shall compensate Executive as follows:

     

    (a)  Base
      Salary.
      During
      the Term, Executive shall be paid a base salary at the rate of $25,000 per
      month
      (the “Base
      Salary”),
      which
      shall accrue as of the Commencement Date, with accrued amounts paid to Executive
      as and when the Company has cash flow in excess of the current 13-week
      projection; provided, however, that amounts accrued from the Commencement Date
      shall be paid to Executive no later than October 31, 2008, with the Base Salary
      paid on regular monthly basis thereafter in accordance with the Company’s normal
      payroll. 

     

    (b)  Options.
      On the
      date of this Agreement, Executive shall be granted non-qualified options under
      the Company’s existing stock option plan to purchase (i) 125,000 shares of the
      Company’s common stock, all of which shall vest on December 13, 2008 and have a
      per-share exercise price of $0.34 and (ii) an aggregate of 125,000 additional
      shares of the Company’s common stock, which shall have a per-share exercise
      price of $0.34, and which shall vest in three installments so long as Executive
      is then employed by the Company as follows: (x) options to purchase 41,666
      shares shall vest at such time as the Company’s current annual operating costs
      have been reduced by at least $1 million; (y) options to purchase 41,667 shares
      options shall vest at such time as the Company’s station group is cash flow
      positive for at least one fiscal quarter and (z) options to purchase 41,667
      shares shall vest on June 13, 2009. All options shall vest upon a “Change in
      Control” as defined in the Company’s 2007 Stock Incentive Plan under which they
      are granted.
      The
      options shall be governed by the stock option agreement in the Company’s
      customary form under such plan.

     

    (c)  Bonus.
      Executive shall be entitled to an aggregate bonus of up to $300,000 payable
      as
      follows: (i) 50% of such bonus shall be paid as soon as practicable following
      consummation by the Company of both (1) sales of Company stations or related
      licenses having aggregate gross proceeds to the Company of at least $20 million
      (provided that the currently pending sales to Luken Communications and
      affiliates thereof shall not be counted towards fulfillment of this provision)
      and (2) a repurchase of the Company’s former RTN subsidiary by the Company under
      the option granted to it by Luken Communications; (ii) 25% of such bonus shall
      be paid as soon as practicable after such time as the Company’s station group is
      cash flow positive for at least one fiscal quarter; and (iii) 25% of such bonus
      shall be paid as soon as practicable after such time as the Company has secured
      at least 20 news C.A.S.H services (a new client being that which was not a
      C.A.S.H. services client as of the Commencement Date) that average at least
      $20,000 per month in revenues to the Company. 

     

    (d)  Change
      in Control Payments.
      Notwithstanding anything to the contrary contained in this Agreement, upon
      any
      Change in Control occurring after the date of this Agreement and during the
      Term
      of this Agreement, Executive shall be entitled to (1) continue to receive all
      Base Salary payable in the then remaining term, paid in accordance with the
      Company’s normal payroll and (2) additional payments equal to Base Salary during
      the one year period immediately following the end of the then current Term.
      Change in Control shall have the meaning ascribed to it in the Company’s 2007
      Stock Incentive Plan. These payments shall be in lieu of and not in addition
      to
      the payments of Base Salary contemplated by Section 4 below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (e)  Benefits
      and Other Compensation.
      Executive shall be entitled to receive additional benefits and compensation
      from
      the Company as follows:

     

    (i)  Payment
      of $1,200 per month for family medical insurance premium.

     

    (ii)  Reimbursement
      for all business travel and other out-of-pocket expenses reasonably incurred
      by
      Executive in the performance of his services pursuant to this Agreement. All
      reimbursable expenses shall be appropriately documented in reasonable detail
      by
      Executive upon submission of any request for reimbursement, and in a format
      and
      manner consistent with the Company’s expense reporting policy.

     

    (iii)  The
      Company shall provide Executive with other executive perquisites as maybe
      available to, or deemed appropriate for, Executive by the Board and shall allow
      Executive to participate in all other company-wide employee benefits, including
      a defined contribution pension plan and 401 (k) plan, as may be made available
      generally to executive employees from time to time.

     

    (iv)  Executive
      shall be entitled to two (2) weeks of paid vacation per calendar year (pro
      rated
      for partial calendar years worked), such vacation to be taken at such times
      and
      intervals as shall be determined by Executive. Vacation shall not be cumulative.
      In addition, Executive shall be entitled to sick pay and personal days (e.g.,
      bereavement, jury duty, etc.), if any, as may be made generally available to
      Company employees from time to time.

     

    (f)  No
      Other Compensation or Benefits; Payment.
      The
      compensation and benefits specified in this Section 2 shall be in lieu of any
      and all other compensation and benefits. Payment of all compensation and
      benefits to Executive hereunder shall be made in accordance with Company
      policies in effect from time to time, including normal payroll practices, and
      shall be subject to all applicable employment and withholding
      taxes.

     

    (g)  Cessation
      of Employment.
      In the
      event Executive shall cease to be employed by the Company for any reason, then
      Executive’s compensation and benefits shall cease on the date of such event,
      except as otherwise provided herein or in any applicable employee benefit plan
      or program.

     

    3.  Non-Competition.

     

    (a)  Executive
      shall not during the period of his employment by or with the Company and for
      the
      Applicable Period (defined below), for himself or on behalf of, or in
      conjunction with, any other person, persons, company, partnership, limited
      liability company, corporation or business of whatever nature:

     

    (i)  engage,
      as an officer, director, manager, member, shareholder, owner, partner, joint
      venturer, trustee, or in a managerial capacity, whether as an employee,
      independent contractor, agent, consultant or advisor in any enterprise engaged
      in the purchase or sale of television broadcast licenses, the licensing or
      distribution of television programming or services similar to the C.A.S.H
      services offered by the Company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)  call
      upon
      any person who is at that time, or within the preceding twelve (12) months
      has
      been, an employee of the Company, for the purpose, or with the intent, of
      enticing such employee away from, or out of, the employ of the Company or for
      the purpose of hiring such person for Executive or any other person or entity,
      unless any such person was terminated by the Company more than six (6) months
      prior thereto;

     

    (iii)  call
      upon
      any person who, or entity that is then or that has been within one year prior
      to
      that time, a customer of the Company, for the purpose of soliciting or selling
      products or services in competition with the Company; or

     

    (iv)  call
      upon
      any prospective acquisition or investment candidate, on the Executive’s own
      behalf or on behalf of any other person or entity, which candidate was known
      by
      Executive to have, within the previous twelve (12) months, been called upon
      by
      the Company or for which the Company made an acquisition or investment analysis
      or contemplated a joint marketing or joint venture arrangement with, for the
      purpose of acquiring or investing or enticing such entity into a joint marketing
      or joint venture arrangement.

     

    Notwithstanding
      the foregoing, nothing shall prohibit Executive from continuing in his current
      roles as (i) chief executive officer and chairman of the board and principal
      member of Enye Communications Holdings LLC, (ii) owner and principal officer
      of
      Broadcast Capital Inc., and (iii) chief executive officer, chairman of the
      board
      and owner of Blackstar Management LLC, except to the extent these roles
      compromise his ability to diligently perform his obligations hereunder or these
      companies directly compete with the Company for the same target customers in
      the
      same geographic locations.

     

    For
      purposes of this Section 3:

     

    	·  	
            the
              term “Company”
              shall be deemed to include all subsidiaries and affiliates of the Company;
              and

          


     

    	·  	
            the
              term “Applicable
              Period”
              shall mean that period during which the Executive is entitled to any
              payments under the terms of this
              Agreement.

          


     

    (b)  Because
      of the difficulty of measuring economic losses to the Company as a result of
      a
      breach of the foregoing covenant, and because of the immediate and irreparable
      damage that could be caused to the Company for which it would have no other
      adequate remedy, Executive agrees that the foregoing covenant may be enforced
      by
      the Company in the event of breach by him, by injunctions and restraining
      orders.

     

    (c)  It
      is
      agreed by the parties that the foregoing covenants in this Section 3 impose
      a
      reasonable restraint on Executive in light of the activities, business and
      plans
      of the Company; it is also the intent of the Company and Executive that such
      covenants be construed and enforced in accordance with any change in the
      activities, business or plans of the Company throughout the Term.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)  The
      covenants in this Section 3 are severable and separate, and the unenforceability
      of any specific covenant shall not affect the provisions of any other
      covenant.

     

    (e)  All
      of
      the covenants in this Section 3 shall be construed as an agreement independent
      of any other provision in this Agreement, and the existence of any claim or
      cause of action of Executive against the Company, whether predicated on this
      Agreement or otherwise, shall not constitute a defense to the enforcement of
      such covenants; provided, however, that the Company’s failure to make payments
      to Executive under Section 2 or Section 4 of this Agreement shall constitute
      such a defense.

     

    (f)  Notwithstanding
      any of the foregoing, if any applicable law shall reduce the time period during
      which Executive shall be prohibited from engaging in any competitive activity
      described in Section 3(a) hereof, the period of time for which Executive shall
      be prohibited pursuant to Section 3(a) hereof shall be the maximum time
      permitted by law.

     

    4.  Term;
      Termination; Rights on Termination.
      The
      term of this Agreement shall begin on the Commencement Date and continue for
      one year
      (the
“Term”).
      Notwithstanding any provision in this Agreement to the contrary, this Agreement
      and Executive’s employment may be terminated in any one of the following
      ways:

     

    (a)  Death.
      The
      death of Executive shall immediately terminate this Agreement with no severance
      compensation due to Executive’s estate.

     

    (b)  Disability.
      If, as
      a result of Executive’s incapacity due to physical or mental illness, Executive
      shall not have performed his duties hereunder on a full-time basis for ninety
      (90) days or more in any one hundred twenty (120) day period, Executive’s
      employment under this Agreement may be terminated by the Company upon thirty
      (30) days written notice if Executive is unable to resume his full time duties
      at the conclusion of such notice period. Executive’s compensation during any
      period of disability prior to the effective date of such termination shall
      be
      the amounts normally payable to him in accordance with his then current annual
      base salary, reduced by the amounts of disability pay, if any, paid to Executive
      under any Company disability program. Executive shall not be entitled to any
      further compensation from the Company for any period subsequent to the effective
      date of such termination, except for pay or benefits, if any, in accordance
      with
      then existing severance policies of the Company and the severance terms of
      Company benefit plans.

     

    (c)  Termination
      by the Company.

     

    (i)  For
      Cause.
      The
      Company may terminate this Agreement immediately upon written notice to
      Executive for cause, which shall be: (1) Executive’s conviction of, or plea of
      nolo contendere to, a felony or other crime involving moral turpitude; (2)
      Executive’s breach of any fiduciary duty owed to the Company or its subsidiaries
      or affiliates, or breach of the provisions of Section 3 or Section 6 hereof,
      (3)
      any other material breach by Executive of this Agreement that is not cured
      within ten (10) days of written notice to Executive, or (4) Executive’s
      commission of (A) any act of willful dishonesty or fraud, (B) any act of
      embezzlement or other misappropriation of Company assets, or (C) gross
      negligence or intentional nonperformance of duties, so long as such breach
      or
      matter is not corrected or cured to the Company’s reasonable satisfaction within
      ten (10) days of notice to Executive thereof. In the event of a termination
      for
      Cause, as enumerated above, Executive shall have no right to any severance
      compensation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)  Without
      Cause.
      In
      addition to the provisions of Section 4(c)(i), the Company may, at any time,
      terminate this Agreement upon written notice to Executive, if such termination
      is approved by a majority of the Board of the Company. In the event of such
      a
      termination “Without Cause,” Executive shall have the right to receive severance
      compensation as set forth below in Section 4(f).

     

    (d)  Termination
      by Executive For Good Reason.
      Executive may terminate this Agreement upon thirty (30) days’ written notice to
      the Company in the event of (1) a material breach by the Company of the terms
      of
      this Agreement, or (2) the Board assigning Executive duties that are not
      commensurate with the position of chief executive officer or president, so
      long
      as such breach or matter is not corrected or cured within such thirty (30)
      day
      period. Such events shall hereinafter be referred to as “For
      Good Reason.”
In
      the
      event of a termination For Good Reason, Executive shall have the right to
      receive severance compensation as set forth below in Section 4(f). If Executive
      resigns or otherwise terminates his employment for any reason other than For
      Good Reason, Executive shall receive no severance compensation.

     

    (e)  Payment
      Through Termination.
      Upon
      termination of this Agreement for any reason provided above, Executive (or
      Executive’s estate, as applicable) shall be entitled to receive all compensation
      earned and all benefits and reimbursements (including payments for accrued
      vacation and sick leave) due through the effective date of termination.
      Additional compensation subsequent to termination, if any, shall be due and
      payable to Executive only to the extent, and in the manner, expressly provided
      above. All other rights and obligations under this Agreement shall cease as
      of
      the effective date of termination, except that Executive’s obligations under
      Sections 3, 5, 6, 7 and 9 shall survive such termination in accordance with
      their terms.

     

    (f)  Severance.
      If
      Executive’s employment is terminated by the Company pursuant to Section 4(c)(ii)
      Without Cause, or by Executive pursuant to Section 4(d) For Good Reason, the
      Company shall, subject to Executive’s execution of a general release of all
      claims and rights that Executive may have against the Company and its related
      entities and their respective officers, managers, and employees, including
      but
      not limited to all claims and rights relating to Executive’s employment and/or
      termination, in a form reasonably acceptable to the Company and Executive (a
      “Release”),
      continue to pay Executive (the “Severance”)
      his
      then current Base Salary for the remainder of the Term and all options granted
      hereunder shall be immediately vested. Notwithstanding anything herein to the
      contrary, the Severance payments shall terminate ten (10) days after the Company
      provides notice to Executive that the Company intends to terminate such payments
      because Executive has breached a provision of Sections 3, 5, or 6 of this
      Agreement. It is understood and agreed that the Release shall not release or
      affect (x) any right of Executive to indemnification in his capacity as an
      officer of the Company or member of the Board, on the same terms available
      to
      other officers or members of the Board generally or (y) any remaining
      obligations of the Company under this Agreement to be performed from and after
      the date of such Release.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (g)  Non-Disparagement.
      Each of
      the Company and Executive agrees that, during the Term and following the
      expiration or early termination thereof, it or he, as the case may be, will
      not
      make any derogatory comments, either written or oral, which could be construed
      as negative or derogatory concerning the other, to any persons including, but
      not limited to, clients, customers, potential clients, potential customers,
      vendors, employees, or financial or credit institutions.

     

    5.  Inventions.
      Executive shall disclose promptly to the Company any and all significant
      conceptions and ideas for inventions, improvements and valuable discoveries
      (“Inventions”),
      whether patentable or not, that are conceived or made by Executive, solely
      or
      jointly with another, during the period of employment and that are directly
      related to the business or activities of the Company and that Executive
      conceives as a result of his employment by the Company. Executive hereby assigns
      and agrees to assign all his interests in the Inventions to the Company or
      its
      nominee. Executive agrees that all Inventions that he develops or conceives
      and/or documents during such period shall be deemed works made-for-hire for
      the
      Company within the meaning of the copyright laws of the United States or any
      similar or analogous law or statute of any other jurisdiction, and accordingly,
      the Company shall be the sole and exclusive owner for all purposes for the
      distribution, exhibition, advertising and exploitation of the Inventions or
      any
      part of them in all media and by all means now known or that may hereafter
      be
      devised, throughout the universe in perpetuity. Executive agrees that in
      furtherance of the foregoing, he shall disclose, deliver and assign to the
      Company all Inventions and shall execute all such documents, including patent
      and copyright applications, as the Company reasonably shall deem necessary
      to
      further document the Company’s ownership rights therein and to provide the
      Company the full and complete benefit thereof. Should any arbitrator or court
      of
      competent jurisdiction ever hold that the materials derived from Executive’s
      contributions to the Company do not constitute works made-for-hire, Executive
      hereby irrevocably assigns to the Company, and agrees that the Company shall
      be
      the sole and exclusive owner of, all right, title and interest in and to all
      Inventions, including the copyrights and any other proprietary rights arising
      therefrom. Executive reserves no rights with respect to any Inventions, and
      hereby acknowledges the adequacy and sufficiency of the compensation paid and
      to
      be paid by the Company to Executive for the Inventions and the contributions
      he
      will make to the development of any such information or Inventions. Executive
      agrees to cooperate with all lawful efforts of the Company to protect the
      Company’s rights in and to any or all of such information and Inventions and
      will, at the request of the Company, execute any and all instruments or
      documents necessary or desirable in order to register, establish, acquire,
      prosecute, maintain, perfect or defend the Company’s rights in and to the
      Inventions. Any such Inventions that were developed by Executive prior to his
      employment with the Company (and its predecessors) shall not be covered by
      the
      terms of this Section 5. However, to the extent that any such Inventions are
      deemed owned by Executive and Executive has permitted the Company (or its
      predecessors) to use such Inventions, the Company shall have a perpetual,
      non-exclusive, royalty-free license to use such Inventions, which license shall
      survive the termination of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.  Confidential
      Information and Trade Secrets.
      Executive acknowledges and agrees that all Confidential Information, Trade
      Secrets and other property delivered to or compiled by Executive by or on behalf
      of the Company or its representatives, vendors or customers that pertain to
      the
      business of the Company shall be and remain the property of the Company and
      be
      subject at all times to its discretion and control. Executive agrees that he
      shall maintain strictly the confidentiality of, and shall not, during, or for
      a
      period of five (5) years after, the expiration of the Term, disclose, any such
      Confidential Information or Trade Secrets.

     

    For
      purposes hereof, “Confidential
      Information”
means
      and includes:

     

    	·  	
            All
              business or financial information, plans, processes and strategies,
              market
              research and analyses, projections, financing arrangements, consulting
              and
              sales methods and techniques, expansion plans, forecasts and forecast
              assumptions, business practices, operations and procedures, marketing
              and
              merchandising information, distribution techniques, customer information
              and other business information, including records, designs, patents,
              business plans, financial statements, manuals, memoranda, lists and
              other
              documentation respecting the Company, and subsidiaries and
              affiliates;

          


     

    	·  	
            All
              information and materials that are proprietary and confidential to
              a third
              party and that have been provided to the Company by such third party
              for
              Company use; and

          


     

    	·  	
            All
              information derived from such Confidential
              Information.

          


     

    Confidential
      Information shall not include information and materials that are already, or
      otherwise become, known by or generally available to the public without
      restriction on disclosure, other than as a result of an act or omission by
      Executive in breach of the provisions of this Agreement or any other applicable
      agreement between Executive and the Company.

     

    For
      purposes hereof, the term “Trade
      Secret”
shall
      have the meaning given in the Delaware enactment of the Uniform Trade Secrets
      Act, and shall include, without limitation, the whole or any portion or phase
      of
      any scientific or technical information, design, process, formula, concept,
      data
      organization, manual, other system documentation, or any improvement of any
      thereof, in any case that is valuable and secret (in the sense that it is not
      generally known to the Company’s competitors). Any such Confidential Information
      and Trade Secrets that were developed by Executive prior to his employment
      with
      the Company (and its predecessors) shall not be covered by the terms of this
      Section 6.

     

    7.  Return
      of Company Property; Termination of Employment.
      At such
      time, if ever, as Executive’s employment with the Company is terminated, he
      shall be required to participate in an exit interview for the purpose of
      assuring a proper termination of his employment and his obligations hereunder.
      On or before the actual date of such termination, Executive shall return to
      the
      Company all records, materials and other physical objects relating to his
      employment with the Company, including, without limitation, all Company credit
      cards and access keys and all materials relating to, containing or derived
      from
      any Trade Secrets or Confidential Information.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  No
      Prior Agreements.
      Executive hereby represents and warrants to the Company that the execution
      of
      this Agreement by Executive and his employment by the Company and the
      performance of his duties hereunder will not violate or be a breach of any
      agreement with a former employer, client or any other person or entity. Further,
      Executive agrees to indemnify the Company for, and hold the Company and harmless
      from, and against, all claims, including, but not limited to, attorneys’ fees
      and expenses of investigation, by any such third party that such third party
      may
      now have or may hereafter come to have against the Company based upon or arising
      out of any noncompetition agreement, invention or secrecy agreement between
      Executive and such third party that was in existence as of the date of this
      Agreement.

     

    9.  Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon, inure to the benefit of and be enforceable
      by
      the parties hereto and their respective heirs, legal representatives, successors
      and assigns. Executive understands that he has been selected for employment
      by
      the Company on the basis of his personal qualifications, experience and skills.
      Executive agrees, therefore, that he cannot assign all or any portion of his
      performance under this Agreement. In addition, the Company may not assign this
      Agreement except to a subsidiary of the Company, without the prior written
      consent of Executive.

     

    10.  Complete
      Agreement.
      This
      Agreement is not a promise of future employment. Executive has no oral
      representations, understandings or agreements with the Company or any of its
      officers, directors or representatives covering the same subject matter as
      this
      Agreement. This Agreement is the final, complete and exclusive statement and
      expression of the agreement between the Company and Executive regarding the
      subject matter contained herein and of all the terms of this Agreement, it
      cannot be varied, contradicted or supplemented by evidence of any prior or
      contemporaneous oral or written agreements and any such prior agreements are
      hereby superseded by this Agreement.

     

    11.  Notice.
      Whenever any notice is required hereunder, it shall be given in writing
      addressed as follows:

     

    To
      the
      Company:

    


    


    Attention:
      

    Fax
      No.:

    


    with
      a
      copy to:

    


    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      NY 10174

    Attn:
      David Alan Miller, Esq. 

    Fax
      No.:
      (212) 818-8881

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    To
      Executive:

    


    


    Fax
      No.:

    


    with
      a
      copy to:

    


    


    Attn:
      

    Fax
      No.:

    


    Notice
      shall be deemed given and effective three (3) days after the deposit in the
      U.S.
      mail of a writing addressed as above and sent first class mail, certified,
      return receipt requested, or when actually received, if earlier. Either party
      may change the address for notice by notifying the other party of such change
      in
      accordance with this Section 11.

     

    12.  Severability;
      Headings.
      It is
      the intention of the parties that the provisions herein shall be enforceable
      to
      the fullest extent permitted under applicable law and that the unenforceability
      of any provision or provisions hereof, or any portion thereof, shall not render
      unenforceable or otherwise impair any other provisions or portions thereof.
      If
      any provision of this Agreement is determined by a court of competent
      jurisdiction to be unenforceable, void or invalid in whole or in part, this
      Agreement shall be deemed amended to delete or modify, as necessary, the
      offending provisions or portions thereof and to alter the bounds thereof,
      including specifically, any time, place and manner restrictions contained in
      any
      of the restrictive covenants contained herein, in order to render it valid
      and
      enforceable. In any event, the balance of this Agreement shall be enforced
      to
      the fullest extent possible without regard to such unenforceable, void or
      invalid provisions or part thereof. The Section headings herein are for
      reference purposes only and are not intended in any way to describe, interpret,
      define or limit the extent or intent of this Agreement or of any part
      hereof.

     

    13.  Arbitration.
      Any
      unresolved dispute or controversy arising under or in connection with this
      Agreement (excluding specifically, however, claims and counterclaims of the
      Company arising out of any breach by Executive of the provisions of Sections
      3,
      5, 6, 7, 8 and 9) shall be settled exclusively by arbitration, conducted in
      accordance with the rules of the American Arbitration Association then in
      effect, as modified hereby. Notwithstanding anything contained in the rules
      to
      the contrary, however, the arbitrators shall not have the authority to add
      to,
      detract from, or modify any provision hereof, nor to award punitive or special
      damages to any injured party. Judgment may be entered on the arbitrators’ award
      in any court having jurisdiction. The arbitration proceeding shall be held
      in
      Little Rock, Arkansas.

     

    14.  Governing
      Law.
      This
      Agreement shall in all respects be construed according to the laws of the State
      of Arkansas without reference to its conflicts of laws provisions.

     

    15.  Counterparts.
      This
      Agreement may be executed in any number of counterparts and any party hereto
      may
      execute any such counterpart, each of which when executed and delivered shall
      be
      deemed to be an original and all of which counterparts taken together shall
      constitute but one and the same instrument. This Agreement shall become binding
      when one or more counterparts taken together shall have been executed and
      delivered (which deliveries may be by telefax) by the parties. It shall not
      be
      necessary in making proof of this Agreement or any counterpart hereof to produce
      or account for any of the other counterparts.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    16.  Modifications.
      This
      Agreement may not be changed, waived, discharged or terminated orally, but
      only
      by an instrument in writing signed by the party against which enforcement of
      such change, waiver, discharge or termination is sought, or his or its duly
      authorized representative or officer. No waiver by Executive or the Company
      of
      any breach of any provision hereof will be deemed a waiver of any prior or
      subsequent breach of the same or any other provision. The failure of Executive
      or the Company to exercise any right provided herein will not be deemed on
      any
      subsequent occasions to be a waiver of any right granted hereunder to either
      of
      them.

     

    17.  EXECUTIVE
      ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE WAS GIVEN AN OPPORTUNITY
      TO
      READ IT, CAREFULLY EVALUATE IT, AND ASK ANY QUESTIONS HE MAY HAVE HAD REGARDING
      IT OR ITS PROVISIONS. EXECUTIVE ALSO ACKNOWLEDGES THAT HE HAD THE RIGHT TO
      HAVE
      THIS AGREEMENT REVIEWED BY AN ATTORNEY OF HIS CHOOSING AND THAT THE COMPANY
      GAVE
      HIM A REASONABLE PERIOD OF TIME TO DO SO IF HE SO WISHED. EXECUTIVE FURTHER
      ACKNOWLEDGES THAT HE IS NOT BOUND BY ANY AGREEMENT THAT WOULD PREVENT HIM FROM
      PERFORMING HIS DUTIES AS SET FORTH HEREIN, NOR DOES HE KNOW OF ANY OTHER REASON
      WHY HE WOULD NOT BE ABLE TO PERFORM HIS DUTIES AS SET FORTH HEREIN.

     

    


    [Signature
      Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	 	 
	 	EQUITY
              MEDIA
              HOLDINGS CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:

            
	 	 


    

    
      	 	 	 
	 	EXECUTIVE:
	 
 	 
 	 
 
	 	  	 
	 	
              

              JOHN
                E. OXENDINE