Exhibit 10.06


 


First Amendment


To


Employment Agreement


 


This FIRST
AMENDMENT (this “Amendment”),
effective as of December 15, 2008, amends that certain Employment Agreement,
dated as of December 19, 2007 (the “Agreement”),
by and between Entercom Communications Corp., a Pennsylvania corporation (“Employer” or the “Company”) and Stephen F. Fisher (“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 3 of the Agreement is hereby
amended as follows:


 


i.                  the word “You” is deleted and
replaced with the words “Notwithstanding the forgoing, you” in the beginning of
the third sentence;


ii.               the word “and” is deleted and
replaced with a period (“.”) immediately after the words “eligible for the
bonus for that year” to complete the third sentence;


iii.            the words “The amount of” are
inserted immediately before the words “the bonus will be determined” in the
beginning the new last sentence;


iv.           the words “then paid after the completion” are deleted and
replaced with the words “paid as soon as reasonably practicable following the
receipt of the Company’s” in the new last sentence;


v.              the word “Company’s” is inserted
immediately before the words “financial statements” in the new last sentence;
and


vi.           the following words are inserted at the end of the new last
sentence “, but in no event later than two and one-half (2 1⁄2) months
following the end of the fiscal year for which such bonus is earned.”


 


b.              The first paragraph of Section 8(c) is
hereby amended as follows:


 


i.                  the following is  inserted immediately after the words “the
Company shall be obligated to”: “: (i)”;


ii.               the words “on the sixtieth (60th) day after your termination,”
are inserted immediately before the words “a one-time bonus;


 





















 


iii.            the following is inserted
immediately after the words “(computed as set forth below)”: “(ii) beginning
with the first payroll period following the sixtieth (60th) day after your termination,”;


iv.           the word “you” is inserted immediately after the words “continue
to pay”;


v.              the words “in accordance with
the Company’s regular payroll practices” are inserted immediately after the
words “salary and auto allowance”;


vi.           the word “and” is deleted and replaced with the words “provided,
however, that the initial payment shall include salary and auto allowance
amounts for all payroll periods from the date of the termination through the
date of such initial payment; and (iii) provide that” are inserted
immediately after the words “date of termination, whichever is longer,”; and


vii.        the words “such release becoming effective prior to the 60th day following the date of your termination of
employment, and” are inserted immediately before the words “(ii) your full
compliance with the restrictive covenants.”


 


c.               The following is added as a new Section 13
of the Agreement:


 


“13.                           Section 409A.


 


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


 


(b)                                 Notwithstanding
anything herein to the contrary, if you are deemed at the time of your
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 you
are entitled under the Agreement is required in order to avoid a prohibited
distribution under Section 409A(a)(2)(B)(i) of the Code, such portion
of your termination benefits shall not be provided to you prior to the earlier
of (i) the expiration of the six-month period measured from the date of
the your Separation from Service with the Company or (ii) the date of your
death.  Upon the earlier of such dates,
all payments deferred pursuant to this Section 13(b) shall be paid in
a lump sum to you, and any remaining payments due under the Agreement shall be
paid as otherwise provided herein. The determination of whether you are a “specified
employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of
the time of your 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 the Agreement,
you and the Company agree that, for purposes of the limitations on nonqualified
deferred compensation under Section 409A of the Code, each payment of
compensation under the 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.


 


2

















 


(c)                                   You and the Company acknowledge and agree
that, to the extent applicable, the 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 the Agreement to the contrary, in the
event that the Company determines that any compensation or benefits payable or
provided under the Agreement may be subject to Section 409A, the Company
may adopt such limited amendments to the 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 the Agreement or (b) comply with the requirements
of Section 409A. The Company shall
consult with you in good faith regarding the implementation of the provisions
of this Section.”


 


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”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    /Stephen F. Fisher/

  	
   

  	
  12/1/08

  
	
  Stephen F. Fisher

  	
   

  	
  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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