Exhibit 10.04


 


First Amendment


To


Amended and Restated Employment Agreement


 


This FIRST
AMENDMENT (this “Amendment”),
effective as of December 15, 2008, amends that certain Amended and Restated
Employment Agreement, dated as of July 1, 2007 (the “Agreement”), by and between Entercom
Communications Corp., a Pennsylvania corporation (“Employer” or the “Company”)
and Joseph M. Field (“Executive”).


 


R E C I T A L S


 


WHEREAS,
the parties have determined to make certain amendments to the Agreement as set
forth herein with the intent to conform the Agreement to the requirements of Section 409A
of the Internal Revenue Service Code of 1986, as amended (the “Code”).


 


A G R E E M E N T


 


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


 


1.                                       Amendments.


 


a.                                       Section 5 of the Agreement is hereby
amended by inserting the following at the end thereof:


 


“The reimbursement
of any business expense shall be made no later than December 31 of the
year following the year in which the expense was incurred.  The amount of expenses reimbursed in one year
shall not affect the amount eligible for reimbursement in any subsequent year.”


 


b.                                      Section 10.1 of the Agreement is hereby
amended by inserting the following at the end thereof:


 


“Such amount shall be payable as soon as
reasonably practicable following, and in no event later than two and one-half
(2 1⁄2) months following, the end of the year in which Executive’s employment is
terminated as a result of Executive’s death or Disability.”


 


c.                                       Section 10.5 of the Agreement is hereby
amended in its entirety to read:


 


“10.5.                          Section 409A.


 


10.5.1.               Notwithstanding
any provision to the contrary in the Agreement, in order to be eligible to
receive any termination benefits under this Agreement that are deemed deferred
compensation subject to Section 409A of the Code, the Executive’s 


 

















 


termination of employment must constitute a “separation
from service” within the meaning of Treas. Reg. Section 1.409A-1(h) (a
“Separation from Service”).


 


10.5.2                  Notwithstanding
anything herein to the contrary, if the Executive is deemed at the time of his
termination of employment with the Company to be a “specified employee” for
purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent
delayed commencement of any portion of the termination benefits to which
Executive is entitled under this Agreement is required in order to avoid a
prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
such portion of Executive’s termination benefits shall not be provided to
Executive prior to the earlier of (i) the expiration of the six-month
period measured from the date of the Executive’s Separation from Service with
the Company or (ii) the date of Executive’s death.  Upon the earlier of such dates, all payments
deferred pursuant to this Section 10.5.2 shall be paid in a lump sum to
the Executive, and any remaining payments due under the Agreement shall be paid
as otherwise provided herein. The determination of whether the Executive is a “specified
employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of
the time of his Separation from Service shall be made by the Company in
accordance with the terms of Section 409A of the Code and applicable
guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and
any successor provision thereto). 
Notwithstanding the foregoing or any other provisions of this Agreement,
the Company and Executive agree that, for purposes of the limitations on
nonqualified deferred compensation under Section 409A of the Code, each
payment of compensation under this Agreement shall be treated as a right to
receive a series separate and distinct payments of compensation for purposes of
applying the Section 409A of the Code.


 


10.5.3                   The Company and Executive
acknowledge and agree that, to the extent applicable, this Agreement shall be
interpreted in accordance with, and the parties agree to use their best efforts
to achieve timely compliance with, Section 409A of the Code and the
Department of Treasury Regulations and other interpretive guidance issued
thereunder (“Section 409A”), including without limitation any such
regulations or other guidance that may be issued after the Effective Date.  Notwithstanding any provision of this
Agreement to the contrary, in the event that the Company determines that any
compensation or benefits payable or provided under this Agreement may be
subject to Section 409A, the Company may adopt such limited amendments to
this Agreement and appropriate policies and procedures, including amendments
and policies with retroactive effect, that the Company reasonably determines
are necessary or appropriate to (a) exempt the compensation and benefits
payable under this Agreement from Section 409A and/or preserve the
intended tax treatment of the compensation and benefits provided with respect
to this Agreement or (b) comply with the requirements of Section 409A.
The Company shall consult with Executive in
good faith regarding the implementation of the provisions of this Section 10.5.”


 


d.                                      Section 11.2 of the Agreement is hereby
amended as follows:


 


The following is
inserted to the end of the fourth sentence:


 


“and in any event by
no later than the last day of the taxable year of the Executive following the
taxable year in which the related taxes must be remitted to the relevant taxing
authorities”; and


 


2

















 


The following is inserted to
the end of Section 11.2:


 


“Provided, however, that in no event shall any Underpayment be
made later than the last day of the taxable year of the Executive following the
taxable year in which the related taxes must be remitted to the relevant taxing
authorities.”


 


2.                                       Effect of Amendment.  Except as expressly modified and amended
herein, all of the terms, conditions and provisions of the Agreement shall
remain in full force and effect and unchanged.


 


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


 


 


	
  “EXECUTIVE”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /Joseph M. Field/

  	
   

  	
  12/1/08

  
	
  Joseph M. Field

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  “EMPLOYER”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Entercom Communications Corp.,

  	
   

  	
   

  
	
  a Pennsylvania corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /John C. Donlevie/

  	
   

  	
  12/15/08

  
	
   

  	
  John C. Donlevie

  	
   

  	
  Date

  
	
   

  	
  Executive Vice President

  and Secretary

  	
   

  	
   

  



 


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