EX-10.1 Amendment No. 2 to Amended and Restated Em



 





Exhibit 10.1




AMENDMENT NO. 2 TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This Amendment No. 2 (“Amendment”) is made as of November 7, 2007, between Spanish
Broadcasting System, Inc., a Delaware corporation with offices located at 2601 South Bayshore
Drive, PH II, Coconut Grove, Florida 33133 (“SBS”) and Marko Radlovic (hereinafter referred to as
“Employee”), an individual.



RECITALS




     WHEREAS, SBS and Employee entered into a certain amended and restated employment agreement
dated October 31, 2003, as amended on July 21, 2005 (the “Agreement”); and



     WHEREAS, SBS and Employee wish to amend the Agreement pursuant to the term and conditions set
forth herein below.



     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
parties understand and agree to amend the Agreement as follows:



     1. Amendment to Agreement. Upon effectiveness of this Amendment, as provided in
Section 2 below, the Agreement is hereby amended as follows:




	 	a.	 	Section 1 is hereby amended by deleting the words “Executive
Vice President/Chief Operating Officer for SBS” where the title appears
thereof and replaced with the following words “Executive Vice President and
Chief Operating Officer of the Radio Segment of SBS”.
	 
	 	b.	 	Section 4(c) is hereby amended in its entirety and replaced
with the following:
	 
	 	 	 	     “(c) Performance Bonus. Beginning September 30, 2007,
Employee shall be entitled to a quarterly performance bonus upon the
recommendation of the CEO and the approval of the Compensation Committee
as follows:
	 
	 	 	 	     (i) SBS shall pay Employee thirty thousand dollars ($30,000) if
“Radio Net Revenue” per quarter equals or exceeds the radio sales budget
established by SBS’ Chief Financial Officer (“CFO”) and Employee (the
“Sales Budget”) and certified by the CFO. “Radio Net Revenue” shall mean
gross billings derived from all revenue categories generated by SBS’ radio
entities, less any commissions retained by advertising agencies placing
advertisements or other services for their clients in SBS’ radio operating
entities, as certified by the CFO;




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	 	 	 	     (ii) SBS shall pay Employee twenty thousand dollars ($20,000) if SBS’
Radio Net Revenue, excluding non-cash revenue, growth per quarter exceeds
general market cash revenue growth for the same quarter based on markets
measured by the Miller Kaplan Market Total Revenue Performance Summary
report and certified by the CFO;
	 
	 	 	 	     (iii) SBS shall pay Employee thirty five thousand dollars ($35,000)
if Employee meets or exceeds SBS’ quarterly Radio Station Operating
Income, (“RSOI”) goal set forth in the Sales Budget. “RSOI” is defined as
radio 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; and
	 
	 	 	 	     (iv) An annual discretionary bonus, subject to Compensation Committee
approval, based upon the CEO’s recommendation to the Committee with
reference to Employee’s performance during the calendar year.”
	 
	 	(c)	 	The Agreement is hereby amended by deleting the word “BCF”
where the word appears thereof and replaced with the following word “RSOI.”





     2. Effectiveness. This Amendment shall become effective at such time that executed
counterparts of this Amendment have been duly executed and delivered.



     3. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.



     4. The remaining terms and conditions of the Agreement remain in full force and effect.



[Signature Page Follows]




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



	 	 	 	 	 
	 	SPANISH BROADCASTING SYSTEM, INC.

 	 
	 	By:  	/s/ Raúl Alarcón, Jr. 	 
	 	 	Name:  	Raúl Alarcón, Jr. 	 
	 	 	Title:  	President/CEO 	 
	 



	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Marko Radlovic 
 	 
	 	Marko Radlovic 	 
	 	 	 
	 




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