2. **Specific Duties and Services****.**Employee shall perform services as Chief RevenueOfficer for the Stations and General Manager for the NY Stations as such term is commonly definedin the industry, when representing the Company or the Company Entities (as defined herein) to thebest of his ability and perform such managerial and operational services, as are customarilyrendered by persons engaged in the same or a similar capacity in the radio and entertainmentindustry and such other services as the Company may reasonably require from time to time. Duringthe Term, in addition to Employee’s duties as set forth herein, Employee shall be responsible for:(i) overseeing and managing all aspects of the Stations’ revenue growth, including local andnational sales, (ii) meeting or exceeding national and local sales goals as may be set forth by theCompany from time to time, (iii) increasing station operating income and top line growth, andfostering new business development, (iv) overseeing the NY Stations’ day to day operations andmaintaining managerial control of the NY Stations including, but not limited, to managing broadcastcash flow in accordance with the Company’s goals and objectives, (v) taking all reasonable andnecessary steps to protect the Stations’ broadcast licenses, and (vi) using his best efforts tomake the Company the most respected broadcasting company. Further, Employee agrees to comply withthe Company’s policies standards of professional conduct, and comply with the Company’sinstructions, directions, requests, rules and procedures.     3. **Term****.**On the terms and subject to the conditions set forth in this Agreement, theCompany hereby employs Employee and Employee hereby accepts such employment for the periodcommencing on April 1, 2009 and ending on March 31, 2012, unless terminated earlier in accordancewith the provisions of this Agreement (the “Term”). For purposes of this Agreement, the Term andany additional period, if any, are collectively referred to as the “Term”.     4. **Exclusivity****.**          (a) **Prohibited Activities****.**Without the prior express written consent of the Company,which consent may be withheld or rescinded at any time in the sole discretion of the Company,Employee will not, directly or indirectly, either individually or as an employee, agent, partner,joint venture shareholder, consultant, officer, director or in any other capacity: (i) renderservices to any other person or entity, except to a charitable organization for no considerationand then only to the extent it does not interfere with the business interests of the Company andthe performance by Employee of Employee’s obligations under this Agreement; or (ii) participate,engage in or have any financial or other interest in any business which is competitive in anymanner whatsoever with any business in which the Company or any of its affiliates is now or mayhereafter become engaged. The foregoing prohibition does not include ownership by Employee of lessthan five percent (5%) of the outstanding shares of any publicly-traded entity, provided thatEmployee does not otherwise participate in such entity as a director, officer, employee or in anyother capacity.          (b) **Agreement to Employ; No Conflicts****.**Employee represents and warrants to theCompany that (a) he is entering into this Agreement voluntarily and that his employment hereunderand compliance with the terms and conditions hereof will not conflict with or result in the breachby his of any agreement to which he is a party or by which he may be bound, (b) he has not, and inconnection with his employment with the Company will not, violate any non-competition, non-solicitation or other similar covenant or agreement by which he is or may bebound, (c) he has no outstanding commitments inconsistent with any of the terms of this Agreementor the services to be rendered by Employee hereunder, and (d) in connection within his employmentwith the Company he will not use any confidential or proprietary information he may have obtainedin connection with employment with any prior employer.
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     5. **Compensation and Benefits****.**          (a) **Base Salary****.**In consideration for the obligations by the parties hereunder and inconsideration for Employee’s acceptance of the Restrictive Period (as defined herein), the Companyshall pay Employee a base salary (“Base Salary”) as set forth on the Compensation Rider attachedhereto as Exhibit A and made a part hereof. Employee’s Base Salary shall be paid inaccordance with the payroll policies of the Company from time to time in effect, less such amountsas may be required to be withheld by applicable federal, state and local law and regulations.          (b) **Bonus**. See Compensation Rider Exhibit A attached hereto and made a parthereof.          (c) **Benefits****.**See compensation Rider Exhibit A attached hereto and madea part hereof.     6. **Covenants****.**          (a) **Acknowledgment****.**Employee agrees and acknowledges that in the course of renderingservices to the Company and its clients and customers he has acquired and will acquire access toand become acquainted with confidential information about the professional, business and financialaffairs of the Company, its parent, subsidiaries and affiliates that is non-public, confidential orproprietary in nature. Employee acknowledges that the Company is engaged in a highly competitivebusiness and the success of the Company in the marketplace depends upon its goodwill and reputationfor quality and dependability. Employee agrees and acknowledges that reasonable limits on hisability to engage in activities competitive with the Company are warranted to protect itssubstantial investment in developing and maintaining its status in the marketplace, reputation andgoodwill. Employee recognizes that in order to guard the legitimate interests of the Company, itis necessary for it to protect all confidential information. The existence of any claim or causeof action by Employee against the Company shall not constitute and shall not be asserted as adefense to the enforcement by the Company of this Agreement. Employee further agrees that hisobligations of this Section 6 shall be absolute and unconditional.
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          (b) **Restrictive Covenant****.**During the Term and for a period of six (6) months afterthe end of the Term (the “Restrictive Period”), Employee shall not render services in any capacity,including but not limited to rendering services as on-air talent, host, producer of radio,satellite radio, or television programs, program director, program executive or consultant,for any “Competitive Business,” which shall include, but shall not be limited to any radio station,radio network, satellite radio, or broadcast television station, television network, cable station,cable programming network, satellite station, satellite programming network or internet website (i)in any area in which SBS owns, leases or programs a radio or television station, at any time duringEmployee’s employment with SBS (the “Territory”) and (ii) that broadcasts or transmits its on-aircontent primarily in the Spanish-language. Competitive Business shall also include satellite,cable and Internet radio and television providers. It is specifically understood by Employee thatSBS, the SBS Stations and SBS-affiliated television facilities or stations, if any, within theTerritory are intended beneficiaries of the restrictive covenants contained in this Section. Theparties agree that it will be deemed a violation of this section for Employee to render services,directly or indirectly, to any company that is in the business of owning, leasing or programmingradio stations that broadcast primarily in the Spanish language, if Employee’s duties or activitiesinclude responsibility for or relate in any significant manner to one or more of that company’sstations that are competitive with one or more of the SBS Stations.          (c) **Non-Solicitation or Interference****.**During the Term and the Restrictive Period,Employee shall not, in any capacity, whether for his own account or on behalf of any other personor organization, directly or indirectly, with or without compensation interfere with the operationof the Company’s business, including without limitation by: (i) soliciting, diverting, inducing orencouraging any officers, directors, employees, agents, consultants, former customer,representatives or any other person or concern, dealing with or in any way, directly or indirectly,associated with the Company or its parents, subsidiaries, affiliate and/or divisions (the “CompanyEntities”) to terminate her, his or its relationship with the Company or the Company Entities, (ii)hiring any such officer, director, employee, agent, consultant, former customer, representative orany other person or concern so solicited, diverted, induced or encouraged, (iii) soliciting,diverting, inducing or encouraging any officers, directors, employees, agents, consultants orrepresentatives of the Company or the Company Entities, to become officers, directors, employees,agents, consultants, customers, representatives or any other person or concern, of anotherbusiness, enterprise or entity, (iv) soliciting, diverting or appropriating any customers, clients,vendors or distributors of the Company or the Company Entities, or (v) influencing or attemptingto influence any of the customers, clients, vendors, distributors or business partners of theCompany or the Company Entities, to transfer her, his or its business or patronage from the Companyor the Company Entities to any Competitor of the Company or the Company Entities.
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          (d) **Confidential Information****.**During and at all times after the Term, Employee shallkeep secret this Agreement, all non-public information, matters and materials of the Company or theCompany Entities, including, but not limited to, know-how, trade secrets, mail order and customerlists, pricing policies, operational methods, any information relating to the Company or theCompany Entities, products or product development, processes, product specifications andformulations, artwork, designs, graphics, services, budgets, business and financial plans,marketing and sales plans and techniques, employee lists and other business, financial, commercialand technical information presently owned, or at any time in the future developed by the Company orthe Company Entities, its agents, or consultants, actually or potentially used in the operation ofthe Company’s business, or obtained from third parties under an agreement of confidentiality(collectively, the “Confidential Information”), to which he has had or may have access and shallnot use or disclose such Confidential Information to any personother than (i) the Company, its authorized employees and such other persons to whom Employee hasbeen instructed to make disclosure by the Company, in each case only to the extent required in thecourse of Employee’s service to the Company or as otherwise expressly required in connection withcourt process, (ii) as may be required by law and then only after consultation with the Company tothe extent possible, or (iii) to Employee’s personal advisors for purposes of enforcing orinterpreting this Agreement, or to a court for the purpose of enforcing or interpreting thisAgreement, and who in each case have been informed as to the confidential nature of suchConfidential Information and, as to advisors, their obligation to keep such ConfidentialInformation confidential. “Confidential Information” shall not include any information which is inthe public domain during the period of service of Employee, provided such information is not in thepublic domain as a consequence of disclosure by Employee in violation of this Agreement or by anyother party in violation of a confidentiality or non-disclosure agreement with the Company. Upontermination of Employee’s employment for any reason, or whenever requested by the Company, Employeeshall promptly deliver to the Company any and all Confidential Information, and all copies thereof,including but not limited to, documents, data, papers and records of any nature and in any medium(including, but not limited to, electronic media) in his possession or subject to his control that(i) belong to the Company or the Company Entities or (ii) contain or reflect any informationconcerning the Company, the Company Entities and affiliates. Employee hereby acknowledges that thesale or unauthorized use, duplication or disclosure of any Confidential Information by any meanswhatsoever and any time before, during or after employment with the Company shall constitute amaterial breach of this Agreement and unfair competition; and Employee agrees not to engage inunfair competition either during the time employed by the Company or at any time thereafter inperpetuity.          (e) **Non-Disparagement****.**In consideration of Company’s obligations hereunder, duringthe Term and the Restrictive Period, Employee shall not directly or indirectly (i) engage in anyconduct or make any statement, whether in commercial or non-commercial speech, disparaging orcriticizing in any way the Company, the SBS Entities or any affiliate, executive officers,directors or employees of any of the foregoing entities, or any products or services offered by anyof these entities, or (ii) engage in any other conduct or make any other statement, in each case,which could be reasonably expected to (x) impair the goodwill or reputation of the foregoingentities or individuals or (y) the reputation of any of the foregoing entity’s products or servicesor the marketing of any of the foregoing entity’s products or services, except to the extentrequired by law and then only after consultation with the Company to the extent possible, or inconnection with any dispute between Employee and any of the foregoing entities.
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          (f) **Company’s Right of First Refusal to Match Competing Offer**. Without compromisingin any way the Company’s rights under this Section 6 or under law, the Company shall have a rightof first refusal to match all bona fide competing offers (and if Employee shall be ready, willing,and able to accept such competing offer) for Employee’s services at any non-Company radio stationwherever located (“Competing Offers”) after the expiration or early termination of this Agreement.No fewer than forty-five days (45) prior to the expiration of this Agreement, but in any event nofewer than thirty (30) days before employment of Employee contemplated by a Competing Offer is tocommence (“Commencement Date”), Employee shall provide to the Company written notification of theterms and conditions of suchCompeting Offers, including a true copy of the actual Competing Offer. No fewer than thirty(30) days prior to the expiration of this Agreement or fifteen (15) days before the CommencementDate, whichever is later, the Company shall provide to Employee written notification of whether itintends to match the material terms of each and every bona fide competing offer. If the Companydeclines to match the material terms of a bona fide Competing Offer, Employee shall be free toaccept that competing offer and to begin employment, but only after the time periods as describedin Section 6(b) have expired. The right of first refusal contained in this Section 6(f) shall notapply to any conduct other than the performance of “services” as defined in Section 1, above.          (g) **Employee Fidelity****.**Employee agrees that during the Term, Employee will not,directly or through third-party intermediaries, initiate or invite contact with, or solicit orentertain offers or proposals of employment from Competitors wherever located. Employee expresslyacknowledges that (i) he will immediately notify the Company of any such communications and (ii) abreach of this covenant of fidelity shall constitute grounds for termination for Cause underSection 10.          (h) **Remedies for Breach; Injunctive Relief****.**The Company and Employee agree that therestrictive covenants contained in this Agreement are severable and separate, and theunenforceability of any specific covenant herein shall not affect the validity of any othercovenant set forth herein. Employee acknowledges that by virtue of his position with the Company,Employee will be given access to the Company’s and the Company Entities’ trade secrets andConfidential Information. Employee acknowledges that the Company will suffer irreparable harm as aresult of a breach of such restrictive covenant by Employee for which an adequate monetary remedydoes not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of anyactual or threatened breach by Employee of any provision of this Agreement, the Company shall, inaddition to any other remedies permitted by law, be entitled to obtain remedies in equity,including, but not limited to, specific performance, injunctive relief, a temporary restrainingorder, and/or a preliminary and/or permanent injunction in any court of competent jurisdiction, toprevent or otherwise restrain a breach of this Section 6 without the necessity of proving damages,posting a bond or other security, and to recover any and all costs and expenses, includingreasonable counsel fees, incurred in enforcing this Agreement against Employee, and Employee herebyconsents to the entry of such relief against his and agrees not to contest such entry. Such reliefshall be in addition to and not in substitution of any other remedies available to the Company.The existence of any claim or cause of action of Employee against the Company, whether predicatedon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company ofsaid covenants. Employee shall not defend on the basis that there is an adequate remedy at law.In addition to and not in lieu of any other remedy that the Company may have under this Section 6or otherwise, in the event of any breach of any provision of this Section 6 during the periodduring which Employee is entitled to receive payments and Benefits pursuant to Section 10, suchperiod shall terminate as of the date of such breach and Employee shall not thereafter be entitledto receive any salary or other payments or Benefits under this Agreement.
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          (i) **Modification and Survival****.**Employee hereby agrees that each provision in thissection shall be treated as a separate and independent clause, and the unenforceability ofany one clause shall in no way impair the enforceability of any of the other clauses herein.The parties agree and acknowledge that the duration, scope and geographic area of the covenantsdescribed in this Section 6 are fair, reasonable and necessary in order to protect the ConfidentialInformation, goodwill and other legitimate interests of the Company and that adequate considerationhas been received by Employee for such obligations. Employee further acknowledges that aftertermination of his employment with the Company for any reason, he will be able to earn a livelihoodwithout violating the covenants described in this Section 6 and Employee’s ability to earn alivelihood without violating such covenants is a material condition to his employment with theCompany. If, however, for any reason any court of competent jurisdiction determines that therestrictions in this Section 6 are not reasonable, that consideration is inadequate or thatEmployee has been prevented unlawfully from earning a livelihood, such restrictions shall beinterpreted, modified or rewritten to include the maximum duration, scope and geographic areaidentified in this Section 6 as will render such restrictions valid and enforceable. It is theintent of the parties that this section be enforced to the greatest extent allowable in law orequity. The terms of this Section 6, shall survive the termination or expiration of Employee’semployment and this Agreement, but only to the extent of the time limitations as set forth herein.     7. **Proprietary Rights****.**          (a) **Property Rights; Intellectual Property****.**All audio and/or video broadcasts, airchecks, recordings, streamings or transmissions, prerecorded or otherwise, whether by radio,television, Internet, satellite, cable, cellular telephony, or other electronic media whether nowexisting or hereafter developed of the programming of the Company or the Company Entitiescommercials, data, copy, written and recorded materials, as well as all recordings, documents,notes, sales and marketing strategies, projections, forecasts and presentations, sales and revenueprojections or estimates, if applicable, created by Employee at any time during the Term or anyextension thereof, including without limitation the Employee’s work product, are works for hire andshall be the exclusive property of the Company, and the Company Entities throughout the Universe,in perpetuity (the “Property Rights”). The Company and the Company Entities own or shall own allright, title and interest throughout the Universe, in any of Employee’s and the Company’s and theCompany Entities work product and all copyright, trademark and other intellectual property rightsin and related thereto throughout the Universe, in perpetuity (“Intellectual Property”), includingbut not limited to, the right to syndicate all or part of Employee’s program in any media whethernow existing or hereafter developed without any additional compensation to Employee. Material,characters, personalities and skits created by or for Employee during her/her employment with theCompany may only be used by Employee during the Term or any extension thereof for the benefit ofthe Company, although the Company, as owner of the Work Product, Property Rights and IntellectualProperty, may use them in any manner at any time in the Company’s sole and absolute discretion.All documents or other tangible property and concepts or inventions, including Internet,television, and other electronic media, relating in any way to the business of the Company or theCompany Entities which are conceived or generated by Employee or come into Employee’s possessionduring or by virtue of his employment with the Company shall be and remain the property of theCompany and the Company Entities. Employee must return all such documents and tangibleproperty to the Company on termination of this Agreement for any reason or at such earliertime as the Company may request in writing.
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          (b) **Works Made for Hire****.**Employee acknowledges and agrees that Employee is and hasbeen retained by the Company to create work product and on a work-made-for-hire basis for theCompany. In this regard, the Company, and not Employee, is the sole and exclusive owner ofauthorship and ownership of all right, title and interest in and to any part of the work product,and any portion of the fruit, proceeds, lay-outs, story boards, slogans, designs, flow-charts,etc., created, written, developed, finished, produced, disclosed or acquired by Employee, alone orin collaboration with others, during Employee’s employment by the Company (collectively, the “WorkProduct”) and any portion of the Intellectual Property are deemed to vest in or be owned by theCompany as a work-made-for-hire or by operation of law or otherwise. Notwithstanding the foregoing,upon the termination of the Agreement or earlier termination, the Company has the right to use anyWork Product, Property Rights, and Intellectual Rights in perpetuity and throughout the Universe.Insofar as the authorship and ownership of all right, title and interest in and to any part of theWork Product and any portion of the Intellectual Property are not deemed to vest in or be owned bythe Company as a work-made-for-hire or by operation of law or otherwise, Employee agrees to andhereby does assign, sell, transfer, grant and convey to the Company (without the necessity of anyfurther consideration, documentation or further acts by either party) the entirety of whateverright, title and interest Employee has in the Intellectual Property throughout the Universe. Atthe Company’s request, Employee shall execute any documents reasonably required by the Company toconfirm, establish, record, file applications for, renew or maintain the Company’s rights andownership in the Intellectual Property worldwide and will cooperate fully with the Company inconnection with any or all of these efforts. The Work Product constitutes “work made for hire” assuch term is defined in Section 101 of the U.S. Copyright Act of 1976 (17 U.S.C. §101), as amended,such that all copyrights in such work product, in any and all media and through all forms ofcommunication or transmission, whether presently known or hereafter developed, are the exclusiveproperty of the Company. If, for any reason, the Work Product does not qualify as “work made forhire,” Employee is deemed to have hereby irrevocably sold, assigned and transferred to the Companyall such copyrights.
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     8. **Name and Likeness**.     Employee hereby grants to the Company, its affiliates, licensees and distributors theirrevocable license throughout the Universe, (whether this Agreement expires in its normal courseor is terminated for any reason whatsoever), which license is exclusive during the Term andnon-exclusive in perpetuity, to use, simulate and portray in any and all media, whether now knownor hereafter developed, including, without limitation the Internet, Employee’s likeness,photograph, name, voice and other personal identification and biography in connection withadvertising, publicizing and otherwise exploiting the Company’s and its affiliates’ programmingincorporating the services of Employee and promoting the Company’s business generally, including,without limitation, in connection with the Company’s and its affiliates’ Internet activities. Theforegoing right shall include, without limitation, the right to use such likeness in photographs,drawings, computer-generated graphic images and other personal likeness and identification.     This Section 8 is not intended to alter, comprise or limit in any way SBS’ Property Rights orIntellectual Rights as stated in Section 7 above.     9. **Compliance with the Communications Act of 1934, et. al.**          (a) **Section 508 of the Communications Act of 1934****.**Employee shall comply with theprovisions of Section 508 of the Communications Act of 1934, as amended, in that he will not acceptmoney or any valuable consideration, including services, for the broadcast of any matter by theStations and in that he will promptly complete the Annual Statement and Questionnaire and promptlyreturn it to the Company. Without limiting the Company’s right to terminate for any other cause,the Company shall have the right, upon violation of this provision by Employee, immediately toterminate this Agreement and Employee’s employment hereunder for cause.          (b) **Conflicts of Interest****.**Employee represents and warrants that Employee is familiarwith the provisions of Sections 317 and 507 of the Communications Act of 1934, as amended,recognizes Employee’s responsibilities and personal liabilities thereunder, and will fully complywith those provision during the Term. Specifically, Employee will not, without the prior knowledgeand written consent of the Company in each instance: (a) engage in any business or economicactivity that would create a conflict of interest in the selection of broadcast matter, (b) acceptany favors, loans, entertainment or anything of value from persons seeking the airing of any matterin return therefore, or (c) promote over the air any activity or matter in which Employee or anyaffiliate of Employee has a direct or indirect financial interest. Employee will provide theCompany with such information and execute such certifications as the Company may from time to timereasonably require to enable the Company to discharge its obligations under the above-referencedstatutory provisions.     10. **Termination****.**This Agreement and Employee’s employment by the Company willterminate on the earlier of (i) the expiration of the Term or (ii) the first to occur of any of thefollowing:
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          (a) **Death****.**Upon the death of Employee.          (b) **Failure to Render Service****.**In the event Employee fails for a period of four (4)consecutive weeks or for a total of eight (8) weeks in any one-year period, as a result of illness,incapacity, injury, disability from a physical or mental condition, or by reason of any statute,law, ordinance, regulation, order, judgment or decree.          (c) **For Cause**. The Company may terminate Employee’s employment hereunder at any time,effective immediately for Cause (as defined below) and all of the Employee’s rights to payments(other than salary payments for services already rendered and expenses incurred through the date ofsuch termination) and any other Benefits otherwise due hereunder shall cease immediately. Forpurposes of this Agreement the term “Cause” includes, but is not limited to: (i) refusal orunwillingness to perform duties; (ii) habitual neglect of duties which Employee is required toperform; (iii) failure of Employee to perform all duties and obligations of Employee in a mannerwhich is satisfactory to the Company; (iv) willful misconduct or gross negligence; (v) theft, fraudor other illegal conduct; (vi) sexual or other unlawful harassment; (vii) conduct which reflectsadversely upon the Company, any affiliate of the Company, or any officer, director, management,employees, advertisers, clients, agents or any of them, including, without limitation,broadcasting, publishing or making derogatory statements, disparaging remarks or personal attacksagainst the Company, including but not limited to, its officers and directors, management,employees, advertisers or any of its policies or procedures; (viii) arrest for or conviction of acrime involving moral turpitude; (ix) insubordination; (x) any willful act that is likely to ordoes in fact have the effect of injuring the reputation, business or a business relationship of theCompany, any affiliate of the Company, or any officer, director or board of directors of any ofthem; (xi) violation of any fiduciary duty or duty of loyalty; (xii) failure to perform anyreasonable duties assigned to Employee by the Chief Executive Officer or his/her respectivedesignees; (xiii) failure to follow any the Company or its Parent operating or personnel policiesand practices (Employee acknowledges having read and understood the Employee Handbook); (xiv)failure to comply with any rule, regulation, guideline or policy of the FCC or other governmentalagency with jurisdiction over the Company; (xv) repeated or sustained absence from the Station (notdue to a disability or an the Company approved vacation or other absence or leave); (xvi) engagingin “payola” or “plugola” practices; (xvii) use of illegal drugs or alcohol at any time on anyproperty owned or leased by the Company or any the Company Station; (xviii) failure to meet threeor more consecutive quarterly sales budgets; (xix) broadcasting or transmitting, or allowing thebroadcast or transmission, of any obscene, prurient, indecent or highly inappropriate material,including the posting of any such obscene, prurient, indecent or inappropriate material on anywebsite associated with the Company or the Company Entities that has the effect of injuring thirdparties or subjecting SBS to public ridicule or liability; or (xx) failure to comply with any ofthe terms and conditions of this Agreement. Termination of Employee’s employment under this Section10 will not limit the Company’s rights and remedies against Employee under this Agreement, at lawor in equity.
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          (d) **Without Cause****.**The Company, in its absolute discretion, may terminate Employee’semployment at any time without Cause (as defined below) for any reason and with or without notice.Effective as of the date of the termination of Employee’s employment pursuant to this Section10(d), Employee’s right to receive Base Salary, Benefits, expensereimbursement and other amounts (such as bonuses) will cease, provided that the Company willpay Employee such amounts, if any, which Employee has earned but are unpaid. In the eventEmployee’s employment is terminated pursuant to this Section 10(d), the Company will pay Employeethree (3) month’s Base Salary after the date of such termination in accordance with the Company’spayroll policies. Such payment will be in lieu of all other rights of Employee under thisAgreement, at law or in equity, except as provided in the first sentence of this Section 10(d).The payment described in this section 10(d) is intended to meet the exception to deferredcompensation for purpose of section 409A of the Internal Revenue Code of 1986 (the “Code”) asinvoluntary separation pay within the meaning of Treasury Regulation 1.409A-1(b)(9)(iii). ThisAgreement shall be administered and construed consistent with this intent.          (e) **Release****.**Notwithstanding the foregoing, and subject to Employee’s compliance withthe conditions of Section 6, in order to be eligible for any payments hereunder, Employee must (i)execute and deliver to the Company a full general release of all claims, including but not limitedto claims in connection with Employee’s employment or the termination thereof, in a form reasonablysatisfactory to the Company, and (b) as determined by the Company, must be and remain in compliancein all material respects with his material obligations under this Agreement, including, but notlimited to, those obligations set forth in Section 6. In the event the Company determines, withnotice to Employee, that Employee has materially breached his obligations hereunder, includingthose obligations set forth in Section 6, any and all payments or Benefits provided for in Section10(d) shall cease immediately.          (f) **Post Termination Conditions****.**Upon termination of Employee’s employment with orwithout Cause, Employee agrees that he will cooperate with and assist the Company with anylitigation, contract negotiation or other matter in which the benefit of Employee’s knowledge orexpertise may be requested by the Company, including without limitation, assisting the Company, atthe Company’s sole request, in the preparation of litigation (including testifying).     11. **Customers, Suppliers****.**Employee does not have, and at any time during the Termshall not have, any employment with or any direct or indirect interest in (as owner, partner,shareholder, employee, director, officer, agent, consultant or otherwise) any customer of orsupplier to the Company or the Company Entities.     12. **Certain Activities****.**During the Term, Employee shall not (a) give or agree togive, any gift or similar benefit of more than nominal value to any customer, supplier, orgovernmental employee or official or any other person who is or may be in a position to assist orhinder the Company or the Company Entities in connection with any proposed transaction, which giftor similar benefit, if not given or continued in the future, might adversely affect the business orprospects of the Company or the Company Entities, (b) use any corporate or other funds for unlawfulcontributions, payments, gifts or entertainment, (c) make any unlawful expenditures relating topolitical activity to government officials or others, (d) establish or maintain any unlawful orunrecorded funds in violation of Section 30A of the Securities Exchange Act of 1934, as amended,and (e) accept or receive any unlawful contributions, payments, gifts, or expenditures.
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     13. **Miscellaneous**.          (a) **Withholding****.**All compensation payable hereunder shall be subject to applicabletaxes, withholding, premium charges, co-payment of Benefits, self-insured retentions and othernormal deductions.          (b) **Notice****.**Any notice or other communications hereunder shall be in writing and shallbe deemed to have been duly given (i) when delivered personally, (ii) upon confirmation of receiptwhen such notice or other communication is sent by facsimile, (iii) one day after delivery to anovernight delivery courier (i.e., Federal Express), or (iv) on the fifth day following the date ofdeposit in the United States mail if sent first class, postage prepaid, by registered or certifiedmail. The addresses for such notices shall be as follows (or any other such address as one partymay specify by notice to the other):   As to the Company: Spanish Broadcasting System, Inc.  c/o 2601 South Bayshore Drive, PH II  Coconut Grove, Florida 33133  Attn: Melanie Montenegro, Esq.  Facsimile: (786) 470-1732   As to Employee: Frank Flores  461 First Street  Oradell, NJ 07649          (c) **Conformity to Law****.**If any one or more provisions of this Agreementshould ever be determined to be illegal, invalid, or otherwise unenforceable by a court ofcompetent jurisdiction or be invalid or invalidated or unenforceable by reason of any law orstatute, then to the extent and within the jurisdiction invalid or unenforceable, it shall belimited, construed or severed and deleted therefrom, and the remaining portions of this Agreementshall survive, remain in full force and effect, and continue to be binding and shall not beaffected and shall be interpreted to give effect to the intention of the parties insofar as that ispossible.          (d) **Attorney’s Fees****.**In the event that any action is brought to enforce any of theprovisions of this Agreement, or to obtain money damages for the breach thereof, and such actionresults in the award of a judgment for money damages or in the granting of any injunction in favorof one of the parties to this Agreement, all expenses, including reasonable attorneys’ fees, shallbe paid by the non-prevailing party.          (e) **Severability****.**If any portion of this Agreement is held invalid or inoperative,the other portions of this Agreement shall be deemed valid and operative and, so far as isreasonable and possible, effect shall be given to the intent manifested by the portion held invalidor inoperative.          (f) **Headings****.**The Headings used in this Agreement are for the convenience of theparties and for reference purposes only and shall not form a part of or affect the interpretationof this Agreement.
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          (g) **Construction****.**This Agreement shall be construed without regard to any presumptionor other rule requiring construction against the party causing this Agreement to be drafted, sincethe attorneys for the respective parties have submitted revisions to the text hereof.          (h) **Entire Agreement****.**This Agreement shall constitute the entire agreement concerningthe subject matter hereof between the parties, superseding all previous agreements, memoranda ofunderstanding, negotiations, and representations made prior to the effective date of thisAgreement.          (i) **Amendment; Waiver****.**This Agreement may be amended, modified, superseded, canceled,renewed or extended, and the terms hereof may be waived, only by a written instrument executed bythe parties hereto or, in the case of a waiver, by the party waiving compliance. The failure ofeither party at any time or times to require performance of any provision hereof shall in no manneraffect the right at a later time to enforce the same. No waiver by either party of the breach ofany term or covenant contained in this Agreement, whether by conduct or otherwise, in any one ormore instances, shall be deemed to be, or construed as, a further or continuing waiver of any suchbreach, or a waiver of the breach of any other term or covenant contained in this Agreement.          (j) **Successors and Assigns****.**This Agreement shall be binding upon Employee, withoutregard to the duration of his employment by the Company or reasons for the cessation of suchemployment, and inure to the benefit of his administrators, executors, heirs and assigns, althoughthe obligations of Employee are personal and may be performed only by her. The Company may assignthis Agreement and its rights, together with its obligations, hereunder. This Agreement shall alsobe binding upon and inure to the benefit of the Company and its subsidiaries, successors andassigns.          (k) **Governing Law**. The validity of this Agreement, its interpretation and anydisputes arising from, or relating in any way to, this Agreement or the relationship of theparties, shall be governed by the law of the State of New York without regard to conflicts of lawprinciples.          (l) **Arbitration****.**Any controversy, dispute or claim between the parties to thisAgreement, including without limitation any claim arising out of, in connection with, or inrelation to the formation, interpretation, performance or breach of this Agreement shall be settledexclusively by arbitration before a single arbitrator, in accordance with this Section and theAmerican Arbitration Association (“AAA”) National Rules for the Resolution of Employment Disputes.The parties agree, notwithstanding the AAA rules regarding discovery, that each party shall havethe right to propound requests for discovery of documents shall have the right to conduct up tothree (3) depositions, and additional depositions, provided the arbitrator consents to suchadditional depositions upon the party’s request. Judgment upon any award rendered by thearbitrator may be entered by any state or federal court having jurisdiction thereof. The partiesacknowledge that by agreeing to arbitration pursuant to this Section, they are waiving their rightto a judicial forum, except as set forth below in this Section, and to a trial by jury.
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          Arbitration shall be the exclusive remedy for determining any such dispute, regardless of itsnature. Notwithstanding the foregoing, any party may in an appropriate matter apply to a courtpursuant to New York Code of Civil Procedure, or any comparable provision, for provisional relief,including a temporary restraining order or a preliminary injunction, on the ground that the awardto which the applicant may be entitled in arbitration may be rendered ineffectual withoutprovisional relief.          This agreement to resolve any disputes by binding arbitration shall extend to any claims by oragainst any parent, subsidiary, counsel or affiliate of each party, and officer, director,shareholder, employee or agent of each party, or of any of the above, and shall apply as well as toclaims arising under the common law. In the event of a dispute subject to this Section, theparties shall be entitled to reasonably discovery related to the claim that is the subject of thedispute, subject to the discretion of the arbitrator and pursuant to the applicable AAA rules.          Any filing or administrative fee shall be initially advanced by the party commencing thearbitration subject to reallocation by the arbitrator. The prevailing party in such arbitration,as determined by the arbitrator, and in any enforcement or other court proceedings, shall beentitled, to the extent permitted by law, to reimbursement from the other party for all of theprevailing party’s costs, expenses, and attorney’s fees.          The arbitrator shall render an award and written opinion explaining the basis for the award.The award of the arbitrator shall be final and binding upon the parties. If any of the provisionsof this Section or of this Agreement are determined to be unlawful or otherwise unenforceable, inwhole or in part, such determination shall not affect the validity of the remainder of thisAgreement, and this agreement shall be reformed to the extent necessary to carry out its provisionsto the greatest extent possible and to insure that the resolution of all conflicts between theparties, including those arising out of statutory claims, shall be resolved by neutral,confidential, binding arbitration.          Unless mutually agreed by the parties otherwise, any arbitration shall take place in New YorkCounty, New York.          (m) **Counterparts****.**This Agreement may be executed simultaneously in one or morecounterparts, each of which shall be deemed to be an original copy of this Agreement and all ofwhich together shall constitute one and the same instrument.          (n) **Translation of Agreement****.**In the event that this Agreement is translated into anylanguage other than the English language, the original English-language version of this Agreement,in both form and substance, will govern this transaction in all respects, notwithstanding that theEnglish-language version of this Agreement is not executed by either or both of the respectiveparties.[remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the dayand year first written above.      **SPANISH BROADCASTING SYSTEM , INC.**