Exhibit 10.01


 


EXECUTION
COPY


 


AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into effective as of July 1, 2007
(the “Effective Date”), by and between Entercom Communications Corp., a
Pennsylvania corporation (“Employer” or the “Company”), and David
J. Field (“Executive”).


 


RECITALS


 


A.            Prior to the Effective Date, Executive has
rendered services to Employer in the position of President and Chief Executive
Officer upon and subject to the terms, condition and other provisions of that
certain Employment Agreement between Executive and Employer dated as of July 1,
2002, as amended (the “Prior Agreement”).


 


B.            Effective as of the Effective Date, Employer
desires to continue to retain the services of Executive upon and subject to the
terms, conditions and other provisions set forth herein.


 


C.            Executive desires to continue to render services
to Employer upon and subject to the terms, conditions and other provisions set
forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises, the
mutual promises hereinafter set forth, and other good and valuable
consideration had and received, the parties hereby agree as follows:


 


1.             Employment. Upon and subject to the terms, conditions and other provisions of this
Agreement, Employer shall continue to employ Executive, and Executive hereby
accepts such continued employment and agrees to exercise and perform
faithfully, exclusively and to the best of his ability on behalf of Employer during
the Employment Term (as defined herein), the duties and responsibilities of
President and Chief Executive Officer of Employer, with the general powers and
duties of management usually vested in said office.


 


2.             Executive’s Services and Duties.


 


2.1.          During the Employment Term, Executive shall:


 


2.1.1.       Observe and conform to the policies and
directions promulgated from time to time by Employer’s Board of Directors (the “Board”);


 


2.1.2.       Use all reasonable efforts to serve Employer
faithfully, diligently and competently and to the best of his ability; and


 

















 


2.1.3.       Devote his full business time, energy, ability,
attention and skill to his employment hereunder.


 


2.2.          The services to be performed by Executive
hereunder may be changed or adjusted from time to time at the reasonable
discretion of the Board.


 


2.3.          Except with the prior written approval of the
Board, Executive during the Employment Term will not (i) accept any other
employment with a third party, (ii) serve on the board of directors or similar
body of any other business entity in any way directly or indirectly competitive
with the business of the Company or (iii) engage, directly or indirectly, in
any other business activity (whether or not pursued for pecuniary advantage)
that is or may be competitive with, or that might place him in a competing
position to or otherwise conflict with, that of Employer or any of its
subsidiaries, affiliates or divisions.


 


3.             Term. Unless terminated earlier as provided in this Agreement, the term of
this Agreement shall commence on the Effective Date and shall terminate and
expire on the third anniversary thereof (the “Employment Term”). The
Employment Term shall automatically renew for an additional twelve (12) months
from year to year thereafter, unless either party gives at least one hundred
twenty (120) days prior written notice of its election to either terminate or
to renegotiate the terms of this Agreement at the end of the original or any
then current renewal term.


 


4.             Compensation and Other Benefits. As compensation in full for the services to be
rendered by Executive hereunder, during the Employment Term, Employer shall
pay, and Executive shall be entitled to receive, the following compensation and
benefits, which compensation and benefits shall be subject to all appropriate
federal, state and local withholding taxes:


 


4.1.          An annual salary in the amount of seven hundred sixty thousand dollars
($760,000) to be paid consistent with the standard payroll practices of
Employer in place from time-to-time (the “Base Compensation”). Beginning
July 1, 2008, and each July 1 thereafter during the Employment Term, Executive’s
Base Compensation shall be automatically increased by the percentage increase
in the Consumer Price Index for all Urban Consumers (“CPI-U”) as published by
the U.S. Department of Labor for the immediately preceding May compared to the
CPI-U for the month of May one year earlier.


 


4.2.          Executive shall have the opportunity to earn an
annual performance bonus (the “Annual Bonus”) to be determined by the
Compensation Committee of the Board (the “Compensation Committee”) to be
based on criteria to be established by the Compensation Committee in its
discretion. For any fiscal year of the Company, Executive’s potential bonus
amount under this Section 4.2 shall be one hundred ten percent (110%) of
the Base Compensation for each such fiscal year.


 


4.3.          The Board or the Compensation Committee shall
review Executive’s Base Compensation and Annual Bonus potential on at least an
annual basis for the purpose of determining whether an increase in Executive’s
Base Compensation and/or Annual


 


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Bonus is appropriate; provided, however,
that any such increase to Base Compensation shall be in addition to any
increase in Executive’s Base Compensation required under the second sentence of
Section 4.1.


 


4.4.          Executive shall be entitled to participate in or
receive health, disability and life insurance, vacation and similar or other
fringe benefits as Employer provides from time-to-time to its most senior
executive officers. Nothing in this Section 4.4, however, is intended,
or shall be construed to require Employer to institute or continue any, or any
particular, plan or benefits other than insurance benefits which Executive may
at his cost continue pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”). In addition, Executive shall be
entitled to use the aircraft that the Company owns or leases from time to time
(including time-shares) for personal travel use for himself and his family and
other personal and business associates, provided that Executive reimburses the
Company for the incremental usage fees, fuel charges and in-flight expenses
incurred by the Company in connection with any non-business use (but without
any allocation of overhead, capital or maintenance charges related thereto).


 


4.5.          As soon as reasonably
practicable following the Effective Date, the Board or the Compensation Committee shall grant Executive options
to purchase 400,000 shares of common stock of the Company pursuant to the
Entercom Equity Compensation Plan. Such options shall have a per share exercise
price equal to the greater of (a) the closing trading price of the Company’s
common stock on the date of grant of the options or (b) the unweighted average
of the closing trading prices of the Company’s common stock for the period
commencing on July 1, 2007 through the date of grant of the options. Provided
that the Executive remains continuously employed in active service by the
Company from the date of grant through such date, the grant of options shall
vest at a rate of 25% of the total number of the total number of options
subject to the grant on each anniversary of the date of grant. The stock
options shall contain such other reasonable terms (not inconsistent with this
Agreement) as the Board and/or the Compensation Committee determine.


 


4.6.          As soon as reasonably practicable following the
Effective Date, the Board or the
Compensation Committee shall grant Executive 112,500 shares of restricted stock
pursuant to the Entercom Equity Compensation Plan. Provided that the Executive
remains continuously employed in active service by the Company from the date of
grant through such date, the grant of restricted stock pursuant to this Section
4.6 shall vest on the basis of the Company’s Total Shareholder Return on
the Measurement Date (“Performance Vesting Restricted Stock”) with (i)
50% of the Performance Vesting Restricted Stock vesting on the Measurement Date
provided that the Company’s Total Shareholder Return on such date exceeds the
average Total Shareholder Return of the Peer Group during the same period; (ii)
25% of the Performance Vesting Restricted Stock vesting on the Measurement Date
provided that the Company’s Total Shareholder Return on such date exceeds the
average Total Shareholder Return for all of the companies listed on the S&P
500 during the same period; and (iii) 25% of the Performance Vesting Restricted
Stock vesting on the Measurement Date provided that the Company’s Total
Shareholder Return on such date is in the top quartile of the companies listed
on the S&P 500 during the same period. The Board or the
Compensation Committee in their sole discretion, but acting in good faith, shall determine whether the


 


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performance targets specified herein have been
met as of the Measurement Date. Unless earlier vested, the Performance Vesting
Restricted Stock granted pursuant to this Section 4.6 will be forfeited
on the Measurement Date to the extent that the Company’s Total Shareholder
Return fails to meet the performance targets specified herein. The vesting of
all Performance Vesting Restricted Stock shall be contingent upon stockholder
approval of an amendment to Section 3(c) of the Entercom Equity Compensation
Plan to include Total Shareholder Returns as a “Performance Criteria” pursuant
to such plan. The restricted stock award granted pursuant to this Section
4.6 shall contain such other reasonable terms (not inconsistent with this
Agreement) as the Board and/or the Compensation Committee determine.


 


4.6.1        “Total Shareholder Return” shall mean: (A) the closing price of a share
of common stock on the Measurement Date plus the value of any
dividends declared on such common stock during the period from the Effective
Date up to the Measurement Date, including, but not limited to, any special or
extraordinary dividends (with such dividends being deemed to be reinvested in
shares of common stock on the applicable record dates) minus the closing price of a share of common stock on the Effective Date, divided by (B) the closing price of a share of common stock on the Effective Date (in each case, with such adjustments as are
necessary, in the judgment of the Board and/or the compensation committee) to
equitably calculate Total Shareholder Return in light of any stock splits,
reverse stock splits, stock dividends, dividends in kind, significant asset
sales and other extraordinary transactions or other changes in the capital
structure of the Company) . All closing prices shall be determined as published
in the Wall Street Journal. The Total Shareholder Return for the S&P 500
shall be determined utilizing values as published in the Wall Street Journal. All
determinations with respect to Total Shareholder Return shall be made by the
Board or the Compensation Committee in their sole discretion, but acting in
good faith.


 


4.6.2        The “Peer Group” shall consist of Cox Radio, Inc., Emmis
Communications Corporation, Citadel Broadcasting Corporation and Cumulus Media,
Inc. (the “Initial Peers”); provided, however, that should two or more
of the Initial Peers cease to be a publicly traded company, the following
companies shall be added to the Peer Group in the order of and on the basis of
highest gross revenue for the most recently completed fiscal year at the time
of determination: Beasley Broadcast Group, Inc., Saga Communications, Inc.,
Regent Communications, Inc. and Radio One, Inc., such that the Peer Group shall
consist of three publicly traded companies. All determinations with respect to
the composition of the Peer Group shall be made by the Board or the
Compensation Committee in their sole discretion, but acting in good faith.


 


4.6.3        “Measurement Date” shall mean June 30, 2010 for purposes of this Section
4.6.


 


4.7.          In each year during the Employment Term, beginning in
2008, on
or about the date that the Company generally makes annual equity compensation
awards to its executives, the Board
or the Compensation Committee shall grant Executive 37,500 shares of restricted
stock pursuant to the Entercom Equity Compensation Plan or such other equity
compensation plan as the Company shall maintain from time to time. Provided
that the Executive remains continuously employed in active service by the
Company from the date of


 


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grant through such date, the grant of restricted
stock pursuant to this Section 4.7 shall vest at a rate of 50% on the
second anniversary of the date of grant and 25% on each subsequent anniversary
of the date of grant. The restricted stock awards granted pursuant to this Section
4.7 shall contain such other reasonable terms (not inconsistent with this
Agreement) as the Board and/or the Compensation Committee determine.


 


4.8           During the Employment Term, Executive shall
either be provided with a Company-owned automobile for his business and
personal use or be provided with a monthly automobile allowance of $1,200.


 


5.             Certain Business Expenses. Employer shall reimburse Executive for
business expenses (a) which are reasonable and necessary for Executive to
perform and were incurred by Executive in the course of the performance of his
duties pursuant to this Agreement and in accordance with Employer’s general
policies and (b) for which Executive has submitted vouchers and completed an
expense report in the form required by Employer as consistent with Employer’s
policies in place from time to time.


 


6.             Confidential Information.


 


6.1.          Executive acknowledges that, because of his employment
hereunder, he will be in a confidential relationship with Employer and will
have access to confidential information and trade secrets of Employer and the
subsidiaries, affiliates and divisions thereof. Executive acknowledges and
agrees that the following constitutes confidential and/or trade secret
information belonging exclusively to Employer (collectively, “Confidential
Information”):


 


(a)           all information related to customers including,
without limitation, customer lists, the identities of existing, past or
prospective customers, prices charged or proposed to be charged to customers,
customer contacts, special customer requirements and all related information;


 


(b)           all marketing plans, materials and techniques;


 


(c)           all methods of business operation and related
procedures of Employer; and


 


(d)           all patterns, devices, compilations of
information, copyrightable material and technical information, if any, in each
case which relates in any way to the business of Employer or any subsidiary,
affiliate or division thereof.


 


6.2.          Executive agrees that:


 


6.2.1.       Except in the limited performance of his duties
under this Agreement, Executive shall not use for his own benefit or disclose
to any third party Confidential Information acquired by reason of his employment
under this Agreement or his former status as


 


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an officer and shareholder of Employer,
including, but not limited to, Confidential Information belonging or relating
to Employer or its subsidiaries, affiliates, divisions or customers;


 


6.2.2.       Executive shall not induce or persuade other
employees of Employer or former or current employees of Employer or any
subsidiary, affiliate or division thereof, to join him in any activity
prohibited by this Section 6;


 


6.2.3.       For the twelve (12) month period following any
termination of Executive’s employment with the Company, Executive shall not,
without the express prior written permission of the Company, employ, offer to
employ, counsel a third party to employ, or participate in any manner in the
recommendation, recruitment or solicitation of the employment of any person who
was an employee of the Company on the date of the termination of Executive’s
employment or at any time within the ninety (90) days prior thereto. In the
event that any such person shall be employed in a position under Executive’s
direct or indirect supervision within such twelve (12) month period without the
Company’s express prior written permission, it shall be conclusively presumed
that this restriction has been violated.


 


6.2.4        So long as Executive is employed by the Company
and for a period of twelve (12) months thereafter Executive shall not directly
or indirectly, provide any service either as an employee, employer, consultant,
contractor, agent, principal, partner, substantial stockholder, corporate
officer or director of or for a company or enterprise which competes in any
material manner with the then present or Planned Business Activities (as
defined below) of the Company, including without limitation, audio programming,
production, engineering, promotion or broadcasting regardless of the method of
its delivery, which methods include, without limitation, AM, FM, satellite,
PCS, cable, Internet, or any other means. For purpose of the foregoing “Planned
Business Activities” shall mean a business initiative materially discussed
by the Board or which is currently under consideration by the Board or which
has been approved by the Board.


 


6.2.5.       This Section 6 shall survive termination
of this Agreement.


 


7.             Employer Property .


 


7.1.          Any patents, inventions, discoveries,
applications or processes, software and computer programs devised, planned,
applied, created, discovered or invented by Executive in the course of his
employment under this Agreement and which pertain to any aspect of the business
of Employer or its subsidiaries, affiliates, divisions or customers, shall be
the sole and absolute property of Employer and Executive shall make prompt
report thereof to Employer and promptly execute any and all documents
reasonably requested to assure Employer the full and complete ownership
thereof.


 


7.2.          All records, files, lists, drawings, documents,
equipment and similar items relating to Employer’s business which Executive
shall prepare or receive from Employer shall remain Employer’s sole and
exclusive property. Upon termination of this Agreement, Executive shall return
promptly to Employer all property of Employer in his possession and Executive
represents that he will not copy, or cause to be copied, printed,


 


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summarized or compiled, any software, documents
or other materials originating with and/or belonging to Employer. Executive
further represents that he will not retain in his possession any such software,
documents or other materials in machine or human readable forms. The
requirements of this Section 7.2 shall not be applicable to Executive’s “rolodex”
and other similar list of personal business associates and contacts at the time
of termination that is not part of the Employer’s books and records
(collectively, “Executive Property”).


 


7.3.          This Section 7 shall survive termination
of this Agreement.


 


8.             Executive Representations and Warranties. Executive warrants and represents to and
covenants with Employer as follows:


 


8.1.          No Conflict. The execution, delivery and performance of this Agreement by Executive
does not conflict with or violate any provision of or constitute a default
under any agreement, judgment, award or decree to which Executive is a party or
by which Executive is bound. No consent of any third party is necessary for
Executive to enter into this Agreement and comply fully with his obligations
hereunder. Executive is not party to or bound by any other employment
agreement, non-compete agreement, confidentiality agreement or similar
agreement.


 


8.2.          Enforceable Agreement. This Agreement is the valid enforceable
agreement of Executive, enforceable against him in accordance with its terms.


 


9.             Termination. Executive’s employment hereunder may be terminated by the Board under
the following circumstances:


 


9.1.          Death. Executive’s employment hereunder shall terminate automatically upon
his death.


 


9.2.          Disability. This Agreement shall terminate on Executive’s physical or mental
disability or infirmity which, in the opinion of a competent physician mutually
selected in advance of such disability or infirmity by Executive and the
Compensation Committee, renders Executive unable to perform his duties under
this Agreement for more than one hundred twenty (120) days during any one
hundred eighty (180)-day period (“Disability”).


 


9.3.          Cause. The Board may terminate Executive’s employment hereunder for “Cause”
in the event of any one or more of the following (each as determined by the
Board in its sole discretion): (i) Executive’s material breach of any term of
this Agreement; (ii) the commission by the Executive of any act of fraud, theft
or criminal dishonesty with respect to the Employer or any of its subsidiaries,
divisions or affiliates, or the conviction of the Executive of any felony;
(iii) Executive’s misconduct in the performance of his duties hereunder,
including, without limitation, his failure or refusal to carry out any proper
direction by the Board with respect to services to be rendered by him hereunder
or the manner of rendering such services or his habitual neglect of his duties
as an officer of Employer after written notice and reasonable opportunity to
cure; (iv) Executive’s repeated material neglect of his duties on a general basis
after written notice and reasonable opportunity to cure; or (v) the commission
by


 


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Executive of any act of moral turpitude which
(A) brings the Employer or any of its affiliates into public disrepute or
disgrace, (B) causes material injury to the customer relations, operations or
the business prospects of the Employer or (C) in the reasonable opinion of FCC
counsel for Employer, would pose a substantial risk of revocation or
non-renewal of any of the FCC licenses held by the Company.


 


9.4.          Good Reason. Executive may terminate this Agreement for “Good Reason” upon
written notice to the Employer within thirty (30) days of the occurrence of any
of the events set forth in Section 9.4(a) or (b) as constituting “Good
Reason,” in which case the Board shall be treated as having terminated
Executive’s employment hereunder without Cause.


 


“Good
Reason” means:


 


(a)           (i) the assignment to Executive of any
duties inconsistent in any material respect with his position (including
status, offices and titles), authority, duties or responsibilities which
remains uncured after receipt of notice thereof given by Executive and a
reasonable period to cure or (ii) any other action by Employer which
results in a material diminishment in such position, authority, duties or
responsibilities, and which remains uncured after receipt of notice thereof
given by Executive and a reasonable period to cure;


 


(b)           any material breach by the Company in performing
its obligations hereunder and which remains uncured after receipt of notice
thereof given by Executive and a reasonable period to cure; or


 


(c)           following the Company’s notice to Executive of
its intent to either terminate or renegotiate the terms of this Agreement that
is timely given under Section 3, the Company’s failure to, no later than
thirty (30) days before the expiration of the original or any then current
renewal term, offer continued employment to Executive as of the expiration of
this Agreement on terms and conditions no less favorable than those provided to
Executive under this Agreement. An offer of continued employment shall be
deemed to be on terms and conditions no less favorable than those provided to
Executive under this Agreement if it provides for a term of at least one (1)
year and (A) an annual base salary, potential bonus opportunity and severance
protections no less favorable than that provided to Executive under this
Agreement and (B) incentives consistent with the Company’s past practices with
respect to Executive.


 


9.5.          Notice. Any termination of Executive’s employment by the Board shall be
communicated by written Notice of Termination to Executive and any termination
by Executive of his employment with Employer for “Good Reason” shall be
communicated by written notice to the Employer within thirty (30) days of the
occurrence of the event set forth in Section 9.4(a) or (b) which
constitutes “Good Reason.”  No notice
shall be required in the event of the occurrence of the event set forth in Section
9.4(c) which constitutes “Good Reason.” 
In the event Executive or the Employer fails to provide written notice
under this Section 9.5 and the other party fails to object to such
failure prior to Executive’s Date of Termination, any requirement to provide
written Notice of Termination under this Agreement shall be deemed waived.


 


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9.6.          “Date of Termination” shall mean (i) if
Executive’s employment is terminated by his death, the date of his death; (ii)
if Executive’s employment is terminated by reason of his Disability, the date
on which Executive is determined by a competent physician to suffer from such
Disability in accordance with Section 9.2; (iii) if Executive’s
employment is terminated pursuant to Section 9.3 or 9.4 above, the date
specified in the Notice of Termination (or if no Notice of Termination is
provided, the last date on which Executive renders services to Employer in the
capacity of an employee); and (iv) if Executive’s employment hereunder shall be
terminated by the Board for any other reason than those specified above, the
effective date of written notice to Executive (or if no such written notice is
provided, the last date on which Executive renders services to Employer in the
capacity of an employee).


 


9.7.          Employment At Will. Executive hereby agrees that, subject only to
compliance with Employer’s obligations under Section 10 hereunder, the
Board may dismiss him under this Section 9 without regard to (i) any
general or specific policies (whether written or oral) of Employer relating to
the employment or termination of its employees, or (ii) any statements made to
Executive, whether made orally or contained in any document, pertaining to
Executive’s relationship with Employer, or (iii) assignment of Cause by the
Board. Inclusion under any benefit plan or compensation arrangement will not
give Executive any right or claim to any benefit hereunder except to the extent
such right has become fixed under the terms of this Agreement.


 


9.8.          Termination Obligations.


 


9.8.1.       Executive hereby acknowledges and agrees that
all personal property and equipment furnished to or prepared by Executive in
the course of or incident to his employment belong to Employer and shall be
promptly returned to Employer upon termination of the Employment Term. “Personal
Property” includes, without limitation, all books, manuals, records,
reports, notes, contracts, customer or other lists, blueprints, and other
documents, or materials, or copies thereof, whether in hard copy or in any electronic
format, and all other proprietary information relating to the business of
Employer or any subsidiary, affiliate or division thereof, but shall exclude
Executive Property. Following termination, Executive will not retain any
written or other tangible material containing any Confidential Information or
other proprietary information of Employer or any subsidiary, affiliate or
division thereof.


 


9.8.2.       Upon termination of the Employment Term,
Executive shall be deemed to have resigned from all offices and directorships,
if any, then held with Employer or any of its direct or indirect subsidiaries
or other affiliates; provided, however,
that Executive shall not be deemed to have resigned from the Board.


 


9.8.3.       The representations and warranties contained in
this Section 9.8 and Executive’s obligations under Section 6 and Section
7 hereof shall survive termination of the Employment Period and the
expiration or termination of this Agreement.


 


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10.           Compensation Upon Death, Termination During
Disability, Other Terminations.


 


10.1.
Death or Disability. If at any time Executive’s employment hereunder
shall be terminated as a result of Executive’s death or Disability, then:


 


10.1.1.     Employer shall pay Executive (or, if applicable,
Executive’s estate) (i) the Base Compensation through the date of termination;
(ii) any Annual Bonus earned, but unpaid, as of the date of termination for the
immediately preceding fiscal year, paid in accordance with Section 4.2 (except
to the extent payment is otherwise deferred pursuant to any applicable deferred
compensation arrangement with the Company); (iii) an amount for reimbursement,
within 60 days following submission by Executive (or, if applicable, Executive’s
estate) to the Company of appropriate supporting documentation) for any
unreimbursed business expenses properly incurred by Executive in accordance
with Company policy prior to the termination date; and (iv) such employee
benefits, if any, as to which Executive (or, if applicable, Executive’s estate)
or his dependents may be entitled under the employee benefit plans of the
Company (the amounts described in clauses (i) through (iv) hereof being
referred to as the “Accrued Rights”);


 


10.1.2.     Employer shall pay Executive (or, if applicable,
Executive’s estate) in a single lump sum the sum of two (2) years’ Base
Compensation and two (2) times the highest Annual Bonus paid to Executive
during the preceding three (3) year period; and


 


10.1.3.     If Executive or Executive’s dependents elect to
continue applicable health insurance coverage under COBRA following such
termination, then the Company shall pay Executive’s monthly COBRA premium for
continued health insurance coverage for Executive and Executive’s eligible
dependents until the earlier of (i) eighteen (18) months following the
termination date, or (ii) the date upon which Executive and his eligible
dependents become eligible for comparable coverage under a group health
insurance plan maintained by subsequent employer.


 


10.1.4.     All of Executive’s
then-outstanding stock based rights which are subject to vesting on the basis
of Company performance (including Total Shareholder Return) shall become
vested, exercisable and payable with respect to all of the equity subject
thereto (and all options and similar rights shall remain exercisable with
respect to such equity for up to an additional two (2) years from the
termination date, but in no event longer than for the original term of the
options).


 


10.2.        Cause or Voluntary Termination without Good
Reason. If at any time
Executive’s employment hereunder shall be terminated for Cause or if Executive
voluntarily terminates his employment other than for Good Reason, Employer
shall pay Executive the Accrued Rights.


 


10.3.        Other Termination. If Executive’s employment hereunder shall be
terminated by Executive for Good Reason or by Employer for any reason other
than for Cause, death or Disability, then:


 


10.3.1.     Employer shall pay Executive the Accrued
Rights;


 


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10.3.2.     If such termination occurs prior to the execution of a binding agreement
which would result in a Change in Control if consummated or more than two years
following a Change in Control, Employer shall pay Executive in a single lump sum
an amount equal to the greater of :


 


(a)
the sum of (i) the remaining Base Compensation payable during the Employment
Term and (ii) the remaining Annual Bonus(es) (or pro-rated portion thereof)
payable during the Employment Term, determined assuming the amount of each such
remaining Annual Bonus is equal to the highest Annual Bonus paid to Executive
during the preceding three (3) year period, and with respect to both (i) and
(ii) above further determined assuming Executive’s continued employment
hereunder for the remaining Employment Term but, until such time as the
automatic renewal provisions of Section 3 shall become operative,
without regard to the automatic renewal provisions of Section 3, or


 


(b)
the sum of (i) two (2) years’ Base Compensation and (ii) two (2) times the
highest Annual Bonus paid to Executive during the preceding three (3) year
period;


 


10.3.3.     If such termination occurs following the execution of a binding
agreement which would result in a Change in Control if consummated or prior to
two years following a Change in Control, Employer shall pay Executive in a
single lump sum an amount equal to the sum of (i) three (3) years’ Base
Compensation and (ii) three (3) times the highest Annual Bonus paid to
Executive during the preceding three (3) year period;


 


10.3.4.     If Executive elects to continue his health
insurance coverage under COBRA following such termination, then the Company
shall pay Executive’s monthly COBRA premium for continued health insurance
coverage for Executive and Executive’s eligible dependents until the earlier of
(i) eighteen (18) months following the termination date, or (ii) the date upon
which Executive and his eligible dependents become eligible for comparable
coverage under a group health insurance plan maintained by subsequent employer; and


 


10.3.5.     If such termination occurs following the execution of a binding
agreement which would result in a Change in Control if consummated or prior to
the consummation of such Change in Control, all of Executive’s then-outstanding
stock based rights which are subject to vesting solely on the basis of time
shall become vested, exercisable and payable with respect to all of the equity
subject thereto (and all options and similar rights shall remain exercisable
with respect to such equity for up to an additional two (2) years from the
termination date, but in no event longer than for the original term of the
options). Executive’s outstanding stock options shall be amended by the Board
or the Compensation Committee to the extent necessary to provide for the
accelerated exercisability and extended term as provided herein.


 


10.3.6.     All of Executive’s then-outstanding stock based rights which are subject
to vesting on the basis of the Company’s performance (including Total


 


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Shareholder
Return) shall become vested, exercisable and payable with respect to all of the equity subject thereto (and all options and
similar rights shall remain exercisable with respect to such equity for up to an additional two (2) years from the
termination date, but in no event longer than for the original term of the
options).


 


10.4.        Change in Control. For purposes of this Agreement, “Change in
Control” shall mean any transaction or series of related transactions the
consummation of which results in Executive (or Executive’s Immediate Family)
holding or having a beneficial interest in shares of the Company’s capital
stock having less than fifty percent (50%) of the voting power of the Company’s
outstanding capital stock; provided
that any such transaction is a bona fide transaction between the Company and a
third party (or parties) unrelated to Executive, as determined by the Board in
good faith. For purposes of this Agreement, “Immediate Family” shall
mean any person who qualifies as a “Permitted Class B Transferee” as set forth
in the Company’s Articles of Incorporation.


 


10.4.1.
In the event of a Change in Control, all of
Executive’s then-outstanding stock based rights shall become vested,
exercisable and payable with respect to all of the equity subject thereto (and
all options and similar rights shall remain exercisable with respect to such
equity for up to an additional two (2) years from the termination date, but in
no event longer than for the original term of the options). Executive’s
outstanding stock options shall be amended by the Board or the Compensation
Committee to the extent necessary to provide for the accelerated exercisability
and extended term as provided herein.


 


10.5.        Release of Claims. As a condition to the
receipt of any benefits described hereunder subsequent to the termination of
the employment of Executive, Executive shall be required to execute within
ninety (90) days following the termination of his employment a release in a
form reasonably acceptable to Employer of all claims arising out of his
employment or the termination thereof including, but not limited to, any claim
of discrimination under state or federal law, but excluding claims for
indemnification under any agreement to which Executive is a party or pursuant
to Employer’s charter or by-laws or policies of insurance maintained by
Employer.


 


11.           Parachute Payments.


 


11.1         If it is determined (as hereafter provided) that
Executive would be subject to the excise tax imposed by Code Section 4999 to
which Executive would not have been subject but for any payment or stock option
or restricted stock vesting (collectively a “Payment”) occurring
pursuant to the terms of this Agreement or otherwise as in connection with a
change in the ownership or effective control of Employer or a change in the
ownership of a substantial portion of the assets of the Employer within the
meaning of Code Section 280G(b)(2)(A)(i) (such tax, a “Parachute Tax”),
then Executive shall be entitled to receive an additional payment or payments
(a “Gross-Up Payment”) in an amount such that, after payment by
Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the
Parachute Tax imposed upon the Payment (and taxes on such additional payments
pursuant to this Section 11). The Gross-up Payment shall be


 


12

















 


made no later than the last day of Executive’s
taxable year following the taxable year in which Executive remits any taxes
under Section 4999 of the Code to the Internal Revenue Service.


 


11.2         Subject to the provisions of Section 11.1
hereof, all determinations required to be made under this Section 11,
including whether a Parachute Tax is payable by Executive and the amount of
such Parachute Tax and whether a Gross-Up Payment is required and the amount of
such Gross-Up Payment, shall be made by the nationally recognized firm of
certified public accountants (the “Accounting Firm”) used by the Company
prior to the Change in Control (or, if such Accounting Firm declines to serve,
the Accounting Firm shall be a nationally recognized firm of certified public
accountants selected by the Company). For purposes of making the calculations
required by this Section, the Accounting Firm may make reasonable assumptions
and approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code, provided that the
Accounting Firm’s determinations must be made with substantial authority
(within the meaning of Section 6662 of the Code). The Accounting Firm shall be
directed by the Company or Executive to submit its preliminary determination
and detailed supporting calculations to both the Company and Executive within
fifteen (15) calendar days after the determination date, if applicable, and any
other such time or times as may be requested by the Company or Executive. If
the Accounting Firm determines that any Parachute Tax is payable by Executive,
the Company shall pay the required Gross-Up Payment to, or for the benefit of,
Executive within five business days after receipt of such determination and
calculations. If the Accounting Firm determines that no Parachute Tax is
payable by Executive, it shall, at the same time as it makes such
determination, furnish Executive with an opinion that he has substantial
authority not to report any Parachute Tax on his federal tax return. Any good
faith determination by the Accounting Firm as to the amount of the Gross-Up
Payment shall be binding upon the Company and Executive absent a contrary
determination by the Internal Revenue Service or a court of competent
jurisdiction; provided, however, that no such determination shall
eliminate or reduce the Company’s obligation to provide any Gross-Up Payments
that shall be due as a result of such contrary determination. As a result of
the uncertainty in the application of Code Section 4999 at the time of any
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (an “Underpayment”),
consistent with the calculations required to be made hereunder. In the event of
a final determination by the Internal Revenue Service that an Underpayment has
occurred, Executive shall direct the Accounting Firm to determine the amount of
the Underpayment that has occurred and to submit its determination and detailed
supporting calculations to both the Company and Executive as promptly as
possible. Any such Underpayment shall be promptly paid by the Company to, or
for the benefit of, Executive within five business days after receipt of such
determination and calculations.


 


11.3         The Company and Executive shall each provide the
Accounting Firm access to and copies of any books, records and documents in the
possession of the Company or Executive, as the case may be, reasonably
requested by the Accounting Firm, and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determination
contemplated by Section 11.2 hereof.


 


13

















 


11.4         The federal tax returns filed by Executive (and
any filing made by a consolidated tax group which includes the Company) shall
be prepared and filed on a basis consistent with the determination of the
Accounting Firm with respect to the Parachute Tax payable by Executive, as the
same may be amended or supplemented. Executive shall make proper payment of the
amount of any Parachute Tax, and at the request of the Company, provide to the
Company true and correct copies (with any amendments) of his federal income tax
return as filed with the Internal Revenue Service, and such other documents
reasonably requested by the Company, evidencing such payment.


 


12.           Legal Fees. The Company shall reimburse Executive for all professional fees and
expenses related to legal, tax and financial advice obtained by Executive in
connection with the negotiation and execution of this Agreement up to a maximum
amount of $25,000.


 


13.           Notices. All notices and other communications and legal process shall be in
writing and shall be personally delivered, transmitted by telecopier, telex or
cable, or transmitted by Federal Express or other reputable commercial
overnight delivery service which provides evidence of delivery, as elected by
the party giving such notice, addressed as follows:


 


	
   

  	
  If
  to Employer:

  	
   

  	
  Entercom
  Communications Corp.

  
	
   

  	
   

  	
   

  	
  401
  City Avenue, Suite 809

  
	
   

  	
   

  	
   

  	
  Bala
  Cynwyd, Pennsylvania 19004

  
	
   

  	
   

  	
   

  	
  Attention:
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to Executive:

  	
   

  	
  As
  set forth on the signature page hereto.

  



 


Notices
shall be deemed to have been given:  (i)
on the first business day after posting, if delivered by overnight courier as
described above, (ii) on the date of receipt if delivered personally, or (iii)
on the next business day after transmission if transmitted by telecopier, telex
or cable (and appropriate receipt of transmission is confirmed by telecopy or
telephone). Any party hereto may change its address for purposes hereof by
notice to the other parties hereto.


 


14.           Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


15.           Headings. The headings herein are for convenience only, do not constitute a part
of this Agreement, and shall not be deemed to limit or affect any of the
provisions hereof.


 


16.           Entire Understanding. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to the
employment of Executive by Employer, and supersedes all other prior agreements,
representations and understandings, both written and oral, between the parties
hereto with respect to the subject matter hereof, including without limitation
the Prior Agreement.


 


14

















 


17.           Amendments. This Agreement may not be modified or changed except by written
instrument signed by each of the parties hereto.


 


18.           Governing Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Pennsylvania, without regard to
principles of conflicts of law.


 


19.           Dispute Resolution Process. The parties hereby agree that, in order to
obtain prompt and expeditious resolution of any disputes under this Agreement,
each claim, dispute or controversy of whatever nature, arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this Agreement (or any other agreement contemplated by or related to this
Agreement or any other agreement between Employer and Executive), including
without limitation any claim based on contract, tort or statute, or the
arbitrability of any claim hereunder (a “Claim”), shall be settled, at
the request of any party of this Agreement, by final and binding arbitration
conducted in Montgomery County, Pennsylvania. All such Claims shall be settled
by one arbitrator in accordance with the Commercial Arbitration Rules then in
effect of the American Arbitration Association. Such arbitrator shall be
provided through the CPR Institute for Dispute Resolution (“CPR”) by
mutual agreement of the parties; provided that,
absent such agreement, the arbitrator shall be appointed by CPR. In either
event, such arbitrator may not have any preexisting, direct or indirect
relationship with any party to the dispute. Each party
hereto expressly consents to, and waives any future objection to, such forum
and arbitration rules. Judgment upon any award may be entered by any
state or federal court having jurisdiction thereof. Except as required by law
(including, without limitation, the rules and regulations of the Securities and
Exchange Commission), neither party nor the arbitrator shall disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of all parties.


 


Adherence
to this dispute resolution process shall not limit the right of Employer or
Executive to obtain any provisional remedy, including without limitation,
injunctive or similar relief set forth in Section 28, from any court of
competent jurisdiction as may be necessary to protect their respective rights
and interests pending arbitration. Notwithstanding the foregoing sentence, this
dispute resolution procedure is intended to be the exclusive method of
resolving any Claims arising out of or relating to this Agreement.


 


The
arbitration procedures shall follow the substantive law of the Commonwealth of
Pennsylvania, including the provisions of statutory law dealing with
arbitration, as it may exist at the time of the demand for arbitration, insofar
as said provisions are not in conflict with this Agreement and specifically
excepting therefrom sections of any such statute dealing with discovery and
sections requiring notice of the hearing date by registered or certified mail.


 


20.           Waiver of Jury Trial. Consistent with the
intention of Section 19, each signatory to this Agreement further waives
its respective right to a jury trial of any claim or cause of action arising
out of this Agreement or any dealings between any of the signatories hereto
relating to the subject matter of this Agreement. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this Agreement,
including, without limitation, contract claims, tort


 


15

















 


claims, and all other common law and statutory
claims. This waiver is irrevocable, meaning that it may not be modified either
orally or in writing, and this waiver shall apply to any subsequent amendments,
supplements or other modifications to this Agreement or to any other document
or agreement relating to the transactions contemplated by this Agreement.


 


21.           Construction. Whenever in this Agreement the context so requires, references to the
masculine shall be deemed to include feminine and the neuter, references to the
neuter shall be deemed to include the masculine and feminine, references to the
plural shall be deemed to include the singular and references to the singular
shall be deemed to include the plural.


 


22.           Conflict. In the event of any conflict between the provisions of this Agreement
and the policies and practices of Employer the provisions of this Agreement
shall govern.


 


23.           Cooperation. Each party hereto shall cooperate with the other party and shall take
such further action and shall execute and deliver such further documents as may
be necessary or desirable in order to carry out the provisions and purposes of
this Agreement.


 


24.           Waiver. No amendment or waiver of any provision of this Agreement shall in any
event be effective, unless the same shall be in writing and signed by the
parties hereto, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. The failure of
any party to insist, in any one or more instances, upon performance of any of
the terms, covenants or conditions of this Agreement shall not be construed as
a waiver or relinquishment of any rights granted hereunder or any such term,
covenant or condition.


 


25.           Negotiation of Agreement. Any rule of law, or any legal decision that
would require interpretation of any ambiguities in this Agreement against the
party that drafted it, shall be of no application and is hereby expressly
waived. The provisions of this Agreement shall be interpreted in a reasonable
manner to effect the intentions of the parties and this Agreement.


 


26.           Parties in Interest; Assignment. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective permitted
successors, assigns, heirs and/or personal representatives, except that neither
this Agreement nor any interest herein shall be assigned or assignable by
operation of law or otherwise, by Executive without the prior written consent
of Employer, which such consent Employer may grant or withhold in its
discretion. Employer may, without the consent of Executive, assign this
Agreement or any interest herein, by operation of law or otherwise, to (a) any
successor to all or substantially all of its stock, assets or business by
dissolution, merger, consolidation, transfer of assets, or otherwise, or (b)
any direct or indirect subsidiary, affiliate or division of Employer or of any
such successor referred in (a) hereof. Nothing in this Agreement, expressed or
implied, is intended to confer on any person other than the parties and their
respective successors and permitted assigns any rights or remedies under or by
reason of this Agreement.


 


16

















 


27.           Severability. If any provision of this Agreement shall be deemed invalid,
unenforceable or illegal, then notwithstanding such invalidity,
unenforceability or illegality, the remainder of this Agreement shall continue
in full force and effect.


 


28.           Injunctive Relief. In the event of breach by Executive of the
terms of Section 6 or Section 7 , Employer shall be entitled
to enforce the specific performance of this Agreement by Executive and to
enjoin Executive from any further violation of either such provisions and to
exercise such remedies cumulatively or in conjunction with all other rights and
remedies provided by law.


 


29.           Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of
Executive’s termination of employment with the Company, Executive is a “specified
employee” as defined in Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the deferral of the commencement of any payments or
benefits otherwise payable hereunder as a result of such termination of
employment is necessary in order to prevent any accelerated or additional tax
under Section 409A of the Code, then the Company will defer the commencement of
the payment of any such payments or benefits hereunder (without any reduction
in such payments or benefits ultimately paid or provided to Executive) until
the date that is six months following Executive’s termination of employment
with the Company (or the earliest date as is permitted under Section 409A of
the Code) and (ii) if any other payments of money or other benefits due to
Executive hereunder could cause the application of an accelerated or additional
tax under Section 409A of the Code, such payments or other benefits shall be
deferred if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall be
restructured, to the extent possible, in a manner, determined by the Board,
that does not cause such an accelerated or additional tax. The Company shall
consult with Executive in good faith regarding the implementation of the
provisions of this Section 29.


 


(Signature page follows)


 


17

















 


30.           Executive Acknowledgement. Executive represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private
attorney, and that to the extent, if any, that he desired, he availed himself
of such right. Executive further represents that he has carefully read and
fully understands all of the provisions of this Agreement, that he is competent
to execute this Agreement, that his agreement to execute this Agreement has not
been obtained by any duress and that he freely and voluntarily enters into it,
and that he has read this document in its entirety and fully understands the
meaning, intent and consequences of this document.


 


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


 


“EXECUTIVE”


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  David J. Field

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for Notice:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  401 City Avenue

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Suite 809

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bala Cynwyd, PA 19004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “EMPLOYER”

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Entercom Communications Corp.,

  	
   

  	
   

  	
   

  
	
   

  	
  a Pennsylvania corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John C. Donlevie

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
  Executive Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and Secretary

  	
   

  	
   

  	
   

  



 


18