exv10w11



 






Exhibit 10.11




EMPLOYMENT AGREEMENT




     This Employment Agreement is entered into this 28th day of November, 2005 between SFX
Entertainment, Inc., d/b/a Clear Channel Entertainment (the “Company”) and Alan Ridgeway (the
“Employee”) and effective the 20th day of September, 2005 (“Effective Date”).



     WHEREAS, the Company and the Employee desire to enter into an employment relationship under
the terms and conditions set forth in this Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:


1. TERM OF EMPLOYMENT.




     The Employee’s term of employment starts on the Effective Date of this Agreement and ends on
the close of business on December 31, 2006 (the “Employment Period” or “Term of Employment”).
However, beginning on December 31, 2006, the Employment Period shall be automatically extended from
day to day for twelve months, so that commencing on January 1, 2007 and continuing for so long
thereafter as Employee is employed hereunder, there will always be exactly one year remaining in
the Term of Employment hereunder, until either party terminates in accordance with Section 7. The
term “Employment Period” or Term of Employment shall refer to the Employment Period if and as so
extended. Upon the closing of the proposed spin-off of the Entertainment business from Clear
Channel Communications, Inc., as announced on April 29, 2005, this Agreement shall automatically be
assigned by Company to, and assumed by CCE Spinco, Inc. (or other name as such entity may assume,
and referred herein as “CCE Spinco”), the parent entity for the newly independent, publicly traded
company.


2. TITLE AND DUTIES.




     (a) The Employee’s title is Chief Financial Officer. The Employee will perform job duties that
are usual and customary for this position, and will perform additional services and duties that the
Company may from time to time designate that are consistent with the usual and customary duties of
this position. The Employee will report to the President and CEO of Company, currently Michael
Rapino. The Employee will devote his full working time and efforts to the business and affairs of
Company.



     (b) Exclusive Services. During employment with the Company, Employee shall not be employed
elsewhere, nor shall he engage in any competitive activity and, except as set forth in the
preceding clause (a) of this Section 2, shall not render any services to any other person or
business, or acquire any interest of any type in any other business which is in competition with
Company, provided, however, that the foregoing shall not be deemed to prohibit Employee from
acquiring, solely as an investment, (i) up to 10% of any securities of a partnership, trust,
corporation or other entity so long as Employee remains a passive investor in such entity and such
entity is not, directly or indirectly, in competition with Company or (ii) up to 5.0% of the
outstanding equity interests of any publicly held company.


3. COMPENSATION AND BENEFITS




 









 







     (a) Employee shall remain on the Clear Channel Entertainment (Theatrical) UK Limited payroll
and will continue to be paid by Clear Channel Entertainment (Theatrical) UK Limited from the
Effective Date to the 31st day of December, 2005. During this time period, Employee will
continue to be entitled to the same salary and United Kingdom benefits as under his previous
contract with Clear Channel Entertainment (Theatrical) UK Limited.



     (b) Base Salary. Effective January 1, 2006, the Company will pay the Employee an annual
base salary of $400,000.00 (“Base Salary”). The Employee will be eligible for annual raises of his
Base Salary commensurate with Company policy. All payments of Base Salary will be made in
installments according to the Company’s regular payroll practice, prorated monthly or weekly where
appropriate, and subject to any increases that are determined to be appropriate by the Company’s
Board of Directors or its Compensation Committee.



     (c) Base Salary Bonus. Employee will be eligible to receive a base salary bonus (“Base
Salary Bonus”) during calendar years 2006 and 2007. The Base Salary Bonus shall be calculated as
follows:




     (i) For calendar year 2006, Employee shall receive additional compensation in the
amount of $40,000.00, which constitutes 10% of his 2006 Base Salary. This 2006 Base Salary
Bonus shall be paid in installments with Employee’s 2006 Base Salary according to the
Company’s regular payroll practice, prorated monthly or weekly where appropriate.




     (ii) For calendar year 2007, Employee shall receive additional compensation in the
amount of 10% of his 2007 Base Salary. This 2007 Base Salary Bonus shall be paid in
installments with his 2007 Base Salary according to the Company’s regular payroll practice,
prorated monthly or weekly where appropriate.




     (iii) Employee is entitled to a pro rated Base Salary Bonus if his employment is
terminated in either calendar year 2006 or 2007; the amount (if any) of the Base Salary
Bonus for that particular calendar year will be pro rated based upon the number of months
during such calendar year that the Employee provided full-time services for the Company
pursuant to this Agreement. Employee, however, shall not be entitled to a pro rated Base
Salary Bonus if his employment is terminated by Company for Cause.



     (c) Performance Bonus. Beginning with calendar year 2006, Employee will be eligible to receive
a performance bonus as set forth in the Performance Bonus Calculation attached as “Exhibit A” to
this Employment Agreement. Employee’s Target Bonus is $320,000.00. Employee is not required to be
employed by Company on date of bonus payment in order to receive it. Employee is entitled to a pro
rata bonus for any year in which his employment is terminated; the amount (if any) of the
Performance Bonus for that calendar year will be pro rated based upon the number of months during
such calendar year that the Employee provided full–time services for the Company pursuant to this
Agreement. However, Employee shall not be entitled to a pro rata bonus if his employment is
terminated by the Company for Cause. The Company reserves the right to modify the Performance Bonus
Plan, on terms which are no less favorable to the Employee, due to business circumstances such as
business acquisition, business sale, accounting or non-operational circumstances.



 









 







     (d) Employment Benefit Plans. Effective January 1, 2006, the Employee will be entitled to
participate in all pension, profit sharing, and other retirement plans, all incentive compensation
plans, and all group health, hospitalization and disability or other insurance plans, paid
vacation, sick leave and other employee welfare benefit plans in which other similarly situated
employees of the Company in the United States may participate as stated in the Employee Guide.



     (e) Vacation. Employee will be entitled to accrue 25 days of paid vacation per calendar year,
with such accrual pro-rated for partial years and suspended for periods of unpaid leave, and
subject to the Company’s policy, as amended from time to time.



     (f) Relocation Expenses. Employee’s relocation expenses to Los Angeles, California from the
United Kingdom will be paid for by Company pursuant to the Enhanced Relocation Benefits package. In
addition, Company will provide Employee with temporary housing from the Effective Date through
December 31, 2005 in Los Angeles, California.



     (g) Travel. Company agrees to pay for two (2) round-trip coach flights per year of this
Agreement from Los Angeles to the United Kingdom for Employee’s spouse and two (2) children, either
directly through invoice or upon submission by Employee of appropriate documentation and/or
receipts.



     (h) Expenses. The Company will pay or reimburse the Employee for all normal and reasonable
travel and entertainment expenses incurred by the Employee in connection with the Employee’s
responsibilities to the Company upon submission of proper vouchers in accordance with the Company’s
expense reimbursement policy. The Company will provide the Employee with access to a credit card,
subject to the approval of the credit card company and based on the Employee’s credit history, and
which should only be used for business purposes. Payment is the responsibility of the Employee.
Additionally, the Company will reimburse the Employee for the annual membership fee to the
Institute of Chartered Accountants in England and Wales (ICAEW).



     (i) Stock Options. Employee shall receive a grant of 50,000 stock options for shares of
common voting stock in CCE Spinco. Such grant shall be contingent on the closing of the spin-off of
Company from its current parent, Clear Channel Communications, Inc. and issued within five (5) days
after the closing of the spin-off transaction. The option price shall be the fair market value on
the grant date. Any future stock option grants will be granted based upon the performance of the
Employee, which will be assessed in the sole discretion of the Company and the Compensation
Committee of the Board. All option grants shall be made under the terms and conditions set forth
in the applicable plan under which they are issued. The Company reserves the right to modify any
future Company stock option plan with respect to the change of control or any other provision of
said plan. The Company’s obligations under this Agreement to the Employee in the area of stock
options are conditioned upon and subject to the Company’s decision, in its sole discretion, to: 1)
alter, suspend or discontinue its stock option grant program; or 2) replace the program with an
alternative form or method of compensation.


4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.




     During the course of the Employee’s employment with the Company, the Company will provide the
Employee with access to certain confidential information, trade secrets, and other



 









 






matters which are of a confidential or proprietary nature, including but not limited to the
Company’s customer lists, pricing information, production and cost data, compensation and fee
information, strategic business plans, budgets, financial statements, and other information the
Company treats as confidential or proprietary (collectively the “Confidential Information”). The
Company provides on an ongoing basis such Confidential Information as the Company deems necessary
or desirable to aid the Employee in the performance of his duties. The Employee understands and
acknowledges that such Confidential Information is confidential and proprietary, and agrees not to
disclose such Confidential Information to anyone outside the Company except to the extent that (i)
the Employee deems such disclosure or use reasonably necessary or appropriate in connection with
performing his duties on behalf of the Company; (ii) the Employee is required by order of a court
of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential
Information, provided that in such case, the Employee shall promptly inform the Company of such
event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise
restrict such disclosure, and shall only disclose Confidential Information to the minimum extent
necessary to comply with any such court order; or (iii) such Confidential Information becomes
generally known to and available for use in the industries in which the Company does business,
other than as a result of any action or inaction by the Employee. The Employee further agrees that
he will not during employment and/or at any time thereafter use such Confidential Information in
competing, directly or indirectly, with the Company. At such time as the Employee shall cease to
be employed by the Company, he will immediately turn over to the Company all Confidential
Information, including papers, documents, writings, electronically stored information, other
property, and all copies of them, provided to or created by him during the course of his employment
with the Company. This nondisclosure covenant is binding on the Employee, as well as his heirs,
successors, and legal representatives, and will survive the termination of this Agreement for any
reason, or end of employment, regardless of the reason or circumstance.



5. NONSOLICITATION OF COMPANY EMPLOYEES OR VENDORS.




     To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed
above, and for the consideration promised by the Company under this Agreement, during the term of
the Employee’s employment with the Company and for a period of 12 months thereafter, regardless of
the reason for the termination or end of employment, the Employee will not, directly or indirectly,
(i) hire any current or prospective employee or vendor of the Company, or any subsidiary or
affiliate of the Company (including, without limitation, any current or prospective employee of the
Company within the 6-month period preceding the Employee’s last day of employment with the Company
or within the 12-month period of this covenant) who worked, works, has been offered employment by,
or provided services to the Company; (ii) solicit or encourage any such employee to terminate
their employment or any vendor to terminate its business relationship with the Company, or any
subsidiary or affiliate of the Company; or (iii) solicit or encourage any such employee or vendor
to accept employment or a contract with any business, operation, corporation, partnership,
association, agency, or other person or entity with which the Employee may be associated. This
nonsolicitation covenant is binding on the Employee and will survive the expiration or termination
of this Agreement, or the end of employment for any reason.


6. NON-COMPETITION DURING TERM.




 









 







     To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed
above, and for the consideration promised by the Company under this Agreement, during the
Employee’s employment with the Company the Employee will not, directly or indirectly, as an owner,
director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry
on, operate, manage, control, or become involved in any manner with any business, operation,
corporation, partnership, association, agency, or other person or entity which is in the same
business as the Company in any location in which the Company, or any subsidiary or affiliate of the
Company, operates or has plans or has projected to operate during the Employee’s employment with
the Company, including any area within a 50-mile radius of any such location. The foregoing shall
not prohibit the Employee from owning up to 5.0% of the outstanding stock of any publicly held
company.



     The Company and the Employee agree that the restrictions contained in this noncompetition
covenant are reasonable in scope and duration and are necessary to protect the Company’s business
interests and Confidential Information.


7. TERMINATION.




     The Employee’s employment with the Company may be terminated under the following
circumstances:



     (a) Death. The Employee’s employment with the Company shall terminate upon his death.



     (b) Disability. The Company may terminate the Employee’s employment with the Company if, as a
result of the Employee’s incapacity due to physical or mental illness, the Employee is unable to
perform his duties under this Agreement on a full-time basis for more than 90 days in any 12 month
period, as determined by the Company.



     (c) Termination by the Company. The Company may terminate the Employee’s employment with the
Company without cause at any time after December 31, 2006. The Company may also terminate his
employment for Cause. For purposes of the Agreement, “Cause” shall mean: (i) conduct by the
Employee constituting a material act of willful misconduct in connection with the performance of
his duties, including, without limitation, violation of the Company’s policy on sexual harassment,
misappropriation of funds or property of the Company or any of its affiliates other than the
occasional, customary and de minimis use of Company property for personal purposes, or other
willful misconduct as determined in the sole discretion of the Company; (ii) continued, willful and
deliberate non-performance by the Employee of his duties hereunder (other than by reason of the
Employee’s physical or mental illness, incapacity or disability); (iii) the Employee’s refusal or
failure to follow lawful directives consistent with his title and position and the terms of this
Agreement; (iv) a criminal or civil conviction of the Employee, a plea of nolo contendere by the
Employee, or other conduct by the Employee that, as determined in the sole discretion of the Board,
has resulted in, or would result in if he were retained in his position with the Company, material
injury to the reputation of the Company, including, without limitation, conviction of fraud, theft,
embezzlement, or a crime involving moral turpitude; (v) a breach by the Employee of any of the
provisions of this Agreement; or (vi) a violation by the Employee of the Company’s employment
policies. The Employee will be given 30 days to cure any of the “Cause” provisions that the Company
deems, in its sole discretion, to be susceptible to cure.



 









 







     (d) Termination By The Employee For Good Reason. Employee may terminate this Agreement at any
time for “Good Reason,” which is defined as one of the following: (i) a repeated failure of the
Company to comply with a material term of this Agreement after written notice by the Employee
specifying the alleged failure; or (ii) a substantial and unusual change in Employee’s position,
duties, responsibilities, and authority without an offer of additional reasonable compensation as
determined by Company in light of compensation levels for similarly situated employees; or (iii) a
substantial and unusual reduction in Employee’s duties, responsibilities and authority.



     (e) Termination by the Employee Without Cause. The Employee may provide notice at any time
after December 31, 2006 of his intent to terminate his employment with Company without cause.
Employee must provide Company with 12 months advance written notice of his intent to terminate the
employment relationship. If Employee terminates under this section, the Company may determine an
earlier termination date on which employment will end. The Company shall not be required to
continue employment during the notice period. If the Company elects to terminate prior to the
expiration of the twelve month notice period, such termination shall be deemed a termination by the
Company without cause and Section 8(d) shall apply.


8. COMPENSATION UPON TERMINATION.




     (a) Death. If the Employee’s employment with the Company terminates by reason of his death,
the Company will, within 90 days, pay in a lump sum amount to such person as the Employee shall
designate in a notice filed with the Company or, if no such person is designated, to the Employee’s
estate, the Employee’s accrued and unpaid Base Salary, prorated bonus(es), if any (See Section
3(c)(iii) and Exhibit A), unreimbursed expenses, and any payments to which the Employee’s spouse,
beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to
the terms of such plans and policies).



     (b) Disability. If the Employee’s employment with the Company terminates by reason of his
disability, the Company shall, within 90 days, pay in a lump sum amount to the Employee his accrued
and unpaid Base Salary, prorated bonus(es), if any (See Section 3(c)(iii) and Exhibit A),
unreimbursed expenses, and any payments to which he may be entitled under any applicable employee
benefit plan (according to the terms of such plans and policies).



     (c) Termination By The Company For Cause. If the Employee’s employment with the Company is
terminated by the Company for Cause, the Company will, within 90 days, pay in a lump sum amount to
the Employee his accrued and unpaid Base Salary and any payments to which he may be entitled under
any applicable employee benefit plan (according to the terms of such plans and policies).



     (d) Termination By The Company Without Cause or Termination by Employee for Good Reason. If
the Employee’s employment with the Company is terminated by the Company without Cause, or by
Employee for Good Reason, the Company will, within 90 days, pay in a lump sum amount to the
Employee his accrued and unpaid Base Salary, prorated bonus(es), if any (See Section 3(c)(iii) and
Exhibit A), unreimbursed expenses, and any payments to which he may be entitled under any
applicable employee benefit plan (according to the terms of such plans and policies). Additionally,
in lieu of a termination of employment,



 









 





Employee has the option of continuing employment by electing, within ten (10) days from notice
by Company, to become a part-time consultant to Company in exchange for (i) severance pay, (ii)
payment of reasonable expenses for repatriation of Employee and his dependants to the United
Kingdom (“Repatriation Expenses”), and (iii) costs for any penalties due for early termination of
housing and automobile leases (“Lease Expenses”). In that event, Company will pay Employee the
Employee’s Base Salary (“Severance Pay”) as set forth in Section 3(b) for a twelve month period, in
periodic payments in accordance with ordinary payroll practices and deductions, Repatriation
Expenses, and Lease Expenses, provided that Employee: (i) will serve as an exclusive part-time
consultant during the severance payout period; (ii) agrees not to compete with Employer, directly
or indirectly, during the payment and consulting period in accordance with Section 2(b); and (iii)
agrees to and signs a general release of claims in a form and manner satisfactory to the Company.
If Employee makes the foregoing election, Employee may subsequently opt out of the consulting
arrangement and noncompete, and waive any right to further severance payments, by giving Company at
least 60 days’ written notice. In the event that Employee is re-hired and employed by the Company
in any capacity prior to the conclusion of the severance payout, Employee’s entitlement to receive
severance pay will immediately end and no severance payments will be made after the date of
re-employment.




     (e) Termination by the Employee Without Cause. If the Employee terminates his employment with
the Company in accordance with Section 7(e), and Company determines an earlier termination date on
which employment will end, Company will pay to Employee in a lump sum amount to the Employee his
accrued and unpaid base salary through the termination date, prorated bonus(es), if any (See
Section 3(c)(iii) and Exhibit A), unreimbursed expenses, and any payments to which he may be
entitled under any applicable employee benefit plan (according to the terms of such plans and
policies).



     (f) Effect Of Compliance With Compensation Upon Termination Provisions. Upon complying
with Subparagraphs 8(a) through 8(e) above, as applicable, the Company will have no further
obligations to the Employee except as otherwise expressly provided under this Agreement, provided
that such compliance will not adversely affect or alter the Employee’s rights under any employee
benefit plan of the Company in which the Employee has a vested interest, unless, otherwise provided
in such employee benefit plan or any agreement or other instrument attendant thereto.


9. CHANGE OF CONTROL. In the event of a Change in Control, all of the Employee’s stock options for
shares of common voting stock in CCE Spinco pursuant to subparagraph 3(i) of this Agreement and
future stock option grants of CCE Spinco that are outstanding on the date of such Change in Control
shall become immediately and fully exercisable in accordance with the terms and conditions set
forth in the applicable plan under which they are issued. For purposes of this Agreement, “Change
in Control” means: (i) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the
Securities Exchange Act of 1934 (other than the Executive or entities controlled by the Executive),
becomes a beneficial owner of 50% or more of the voting power of the Company; (ii) all or
substantially all of the assets or business of the Company are disposed of pursuant to a merger,
consolidation, sale or other transaction (unless the shareholders of the Company, immediately prior
to such merger, consolidation or other transaction beneficially own, directly or indirectly, in
substantially the same proportion as they owned the voting power of the Company, all of the voting
power or other ownership interests of the entity or entities, if any, that succeed to the business
of the Company); (iii) the Company combines with another company and, immediately after such
combination, (A) the shareholders of the Company immediately prior to the combination do not hold,
directly or indirectly, more than 50% of the voting power of the combined company or (B) the
members of the Board immediately prior to the Board’s




 









 






approval of the merger transaction do not constitute a majority of the combined company’s board of
directors; or (vi) the liquidation or dissolution of the Company. “Change in Control” does not
include the spin-off of the Company announced on April 29, 2005.



10. PARTIES BENEFITED; ASSIGNMENTS.




     This Agreement shall be binding upon the Employee, his heirs and his personal representative
or representatives, and upon the Company and its respective successors and assigns. Neither this
Agreement nor any rights or obligations hereunder may be assigned by the Employee, other than by
will or by the laws of descent and distribution.


11. GOVERNING LAW.




     This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Texas without giving effect to any choice of law or conflict provisions or rule (whether
of the State of Texas any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Texas and the Employee hereby expressly consents to the
personal jurisdiction of the state and federal (Western District of Texas) courts located in the
State of Texas for any lawsuit arising from or relating to this Agreement.


11. DEFINITION OF COMPANY.




     As used in this Agreement, the term “Company” shall include SFX Entertainment, Inc., d/b/a
Clear Channel Entertainment and any of its past, present and future divisions, operating companies,
subsidiaries and affiliates.


13. LITIGATION AND REGULATORY COOPERATION.




     During and after the Employee’s employment, the Employee shall reasonably cooperate with the
Company in the defense or prosecution of any claims or actions now in existence or which may be
brought in the future against or on behalf of the Company which relate to events or occurrences
that transpired while the Employee was employed by the Company; provided, however, that such
cooperation shall not materially and adversely affect the Employee or expose the Employee to an
increased probability of civil or criminal litigation. The Employee’s cooperation in connection
with such claims or actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. During and after the Employee’s employment, the Employee also shall
cooperate fully with the Company in connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Employee was employed by the Company. The Company will pay
the Employee on an hourly basis (to be derived from his base salary) for requested litigation and
regulatory cooperation that occurs after his termination of employment, and reimburse the Employee
for all costs and expenses incurred in connection with his performance under this paragraph,
including, but not limited to, reasonable attorneys’ fees and costs.


14. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES.




     The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at
the time of the subject act or omission, and shall advance to the Employee reasonable



 









 






attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking
from the Employee to repay such advances if it shall be finally determined by a judicial decision
which is not subject to further appeal that the Employee was not entitled to the reimbursement of
such fees and expenses), and the Employee will be entitled to the protection of any insurance
policies that the Company may elect to maintain generally for the benefit of its directors and
officers against all costs, charges and expenses incurred or sustained by him in connection with
any action, suit or proceeding to which he may be made a party by reason of his being or having
been a director, officer or employee of the Company or any of its subsidiaries, or his serving or
having served any other enterprise as a director, officer or employee at the request of the Company
(other than any dispute, claim or controversy arising under or relating to this Agreement). The
Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in
his capacity as an officer and director of the Company) Directors and Officers Insurance providing
benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the
other similarly situated employees of the Company by the Directors and Officers Insurance
maintained by the Company on the date hereof; provided, however, that the Board may elect to
terminate Directors and Officers Insurance for all officers and directors, including the Employee,
if the Board determines in good faith that such insurance is not available or is available only at
unreasonable expense.



15. ARBITRATION.




     The parties agree that any dispute, controversy or claim, whether based on contract, tort,
statute, discrimination, retaliation, or otherwise, relating to, arising from or connected in any
manner to this Agreement, or to the alleged breach of this Agreement, or arising out of or relating
to Employee’s employment or termination of employment, shall, upon timely written request of either
party be submitted to and resolved by binding arbitration. The arbitration shall be conducted in
San Antonio, Texas. The arbitration shall proceed in accordance with the National Rules for
Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect at the
time the claim or dispute arose, unless other rules are agreed upon by the parties. Unless
otherwise agreed to by the parties in writing, the arbitration shall be conducted by one arbitrator
who is a member of the AAA and who is selected pursuant to the methods set out in the National
Rules for Resolution of Employment Disputes of the AAA. Any claims received after the
applicable/relevant statute of limitations period has passed shall be deemed null and void. The
award of the arbitrator shall be a reasoned award with findings of fact and conclusions of law.
Either party may bring an action in any court of competent jurisdiction to compel arbitration under
this Agreement, to enforce an arbitration award, and to vacate an arbitration award. However, in
actions seeking to vacate an award, the standard of review to be applied by said court to the
arbitrator’s findings of fact and conclusions of law will be the same as that applied by an
appellate court reviewing a decision of a trial court sitting without a jury. The Company will pay
the actual costs of arbitration excluding attorney’s fees. Each party will pay its own attorneys
fees and other costs incurred by their respective attorneys.


16. REPRESENTATIONS AND WARRANTIES OF THE EMPLOYEE.




     The Employee represents and warrants to the Company that he is under no contractual or other
restriction which is inconsistent with the execution of this Agreement, the performance of his
duties hereunder or the other rights of Company hereunder. The Employee also represents and
warrants to the Company that he is under no physical or mental disability that would hinder the
performance of his duties under this Agreement.



 









 






17. MISCELLANEOUS.




     This Agreement contains the entire agreement of the parties relating to the subject matter
hereof. This Agreement supersedes any prior written or oral agreements or understandings between
the parties relating to the subject matter hereof. No modification or amendment of this Agreement
shall be valid unless in writing and signed by or on behalf of the parties hereto. The failure of a
party to require performance of any provision of this Agreement shall in no manner affect the right
of such party at a later time to enforce any provision of this Agreement. A waiver of the breach of
any term or condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is intended to be
performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application thereof to any
person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable,
such invalidity and unenforceability shall not affect the remaining provisions hereof or the
application of such provisions to other persons or circumstances, all of which shall be enforced to
the greatest extent permitted by law. The headings in this Agreement are inserted for convenience
of reference only and shall not be a part of or control or affect the meaning of any provision
hereof.



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



	 	 	 	 	 
	 	 	EMPLOYEE:
	 
	 	 	 	 
	DATE:
11/28/05

	 	BY:
	/s/Alan Ridgeway
	 

	 	 	 
	 	 	ALAN RIDGEWAY
	 
	 	 	 	 
	 	 	SFX ENTERTAINMENT, INC.,
	 	 	D/B/A CLEAR CHANNEL ENTERTAINMENT
	 
	 	 	 	 
	DATE:
11/28/05

	 	BY:
	/s/Michael Rapino
	 

	 	 	 
	 	 	MICHAEL RAPINO
	 	 	President and CEO