Exhibit 10.02


 


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 David J. 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 4.2 of the Agreement is hereby
amended by inserting the following at the end thereof:


 


“Such
Annual Bonus 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
fiscal year for which such Annual Bonus is earned.”


 


b.                                      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.”


 


c.                                       Section 9.4 subsections (a) and (b) of
the Agreement are hereby amended as follows: the words “thirty (30) days” are
inserted immediately after the words “remains uncured” in each of the three
instances these words appear in these subsections; and the words “and a
reasonable period of time to cure” are deleted in each of the three instances
these words appear in these subsections.


 





















 


d.                                      Section 10.1.1. of the Agreement is hereby
amended as follows: the words “on the sixtieth (60th) day after Executive’s
termination,” are inserted immediately before the words “any Annual Bonus
earned” in the beginning of (ii); and the words “pursuant to Section 5 and”
are inserted immediately after the words “incurred by Executive” in (iii).


 


e.                                       Section 10.1.2. of the Agreement is hereby
amended to insert the words “on the sixtieth (60th) day after Executive’s
termination” immediately
after the words “(or, if applicable, Executive’s estate).”


 


f.                                         Section 10.3.2. of the Agreement is hereby
amended as follows: the word “in” is deleted immediately after the words “Employer
shall pay Executive” and replaced with the words “on the sixtieth (60th) day
after Executive’s termination”; and the word “in” is inserted immediately after
the words “a single lump sum.”


 


g.                                      Section 10.3.3. of the Agreement is hereby
amended as follows: the word “in” is deleted immediately after the words “Employer
shall pay Executive” and replaced with the words “on the sixtieth (60th) day
after Executive’s termination”; and the word “in”  is inserted immediately after the words “a
single lump sum.”


 


h.                                      Section 10.5 of the Agreement is hereby
amended as follows: the words “(other than those payable on account of
Executive’s death)” are inserted immediately after the words “employment of
Executive”; the words “, and not subsequently revoke,” are inserted immediately
after the words “required to execute”; and the words “ninety (90)” are deleted
and replaced with the words “sixty (60).”


 


i.                                          The
following is inserted as a new Section 10.6 of the Agreement:


 


“10.6. 
Separation from Service. 
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”).”


 


j.                                          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


 


The following is inserted to
the end of Section 11.2:


 


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.”


 


k.                                       Section 29 of the Agreement is hereby
amended in its entirety to read:


 


“29.                           Section 409A.


 


29.1.                        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 29.1 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 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.


 


29.2.                        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 29.”


 


3

















 


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”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /David J. Field/

  	
   

  	
  12/14/08

  
	
  David J. 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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