Exhibit
10.02


 


AMENDED
AND RESTATED


EMPLOYMENT
AGREEMENT


 


This AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and
entered into effective as of July 1, 2007 (the “Effective Date”), by and
between Entercom Communications Corp., a Pennsylvania corporation (“Employer”
or the “Company”), and Joseph M. Field (“Executive”).


 


RECITALS


 


A.            Prior to May 3, 2002, Executive rendered services to the
Employer in the position of Chief Executive Officer of the Employer upon and
subject to the terms, conditions and other provisions of that certain
Employment Agreement between the Executive and Employer dated as of June 25,
1993, as amended (the “Prior Agreement”).


 


B.            Effective as of May 3, 2002 and through the Effective
Date, Executive has rendered services to the Employer in the position of
Chairman of the Board pursuant to that certain Employment Agreement between the
Executive and Employer dated as of July 1, 2002.


 


C.            Effective as of the Effective Date, Employer desires to
continue to retain the services of Executive in the position of Chairman of the
Board upon and subject to the terms, conditions and other provisions set forth
herein.


 


D.            Executive desires to continue to render services to
Employer upon and subject to the terms, conditions and other provisions set
forth herein.


 


AGREEMENT


 


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


 


1.             Employment. Upon and subject to the terms,
conditions and other provisions of this Agreement, Employer shall continue to
employ Executive, and Executive hereby accepts such continued employment and
agrees to exercise and perform faithfully, exclusively and to the best of his
ability on behalf of Employer during the Employment Term (as defined herein),
the duties and responsibilities of Chairman of the Employer’s Board of
Directors (the “Board”), with the general powers and duties of
management usually vested in said office.


 


2.             Executive’s Services and Duties.


 


2.1.        During the Employment Term, Executive
shall:


 


2.1.1.     Observe and conform to the policies and
directions promulgated from time to time by the Board;


 

















 


2.1.2.     Use all reasonable efforts to serve
Employer faithfully, diligently and competently and to the best of his ability;
and


 


2.1.3.     Devote his full business time, energy,
ability, attention and skill to his employment hereunder.


 


2.2.          The services to be performed by
Executive hereunder may be changed or adjusted from time to time at the
reasonable discretion of the Board. The Board shall retain full direction and
control of the means and methods by which Executive performs the above services
and of the place or places at which such services are to be rendered.


 


2.3.          Except with the prior written approval
of the Board, Executive during the Employment Term will not (i) accept any
other employment with a third party, (ii) serve on the board of directors or
similar body of any other business entity in any way directly or indirectly
competitive with the business of the Company or (iii) engage, directly or
indirectly, in any other business activity (whether or not pursued for
pecuniary advantage) that is or may be competitive with, or that might place
him in a competing position to or otherwise conflict with, that of Employer or
any of its subsidiaries, affiliates or divisions.


 


3.             Term. The term of this agreement shall continue
for so long as Executive remains duly elected and qualified and serves in the
capacity of Chairman of the Board (the “Employment Term”).


 


4.             Compensation and Other Benefits. As compensation
in full for the services to be rendered by Executive hereunder, during the
Employment Term, Employer shall pay, and Executive shall be entitled to
receive, the following compensation and benefits, which compensation and
benefits shall be subject to all appropriate federal, state and local
withholding taxes:


 


4.1.        An
annual retainer (the “Annual Retainer”) in an amount equal to three (3)
times the annual retainer payable to non-employee members of the Board pursuant
to the Company’s non-employee director compensation policies as in effect from
time to time. The Annual Retainer shall be paid at the same time as retainers
are paid to non-employee directors and shall be payable in restricted stock
units which vest over one year; provided that Executive shall have the right to
elect, on or before the date of grant, to receive the Annual Retainer in cash
in lieu of restricted stock units. The initial Annual Retainer shall be
prorated for the period commencing on the Effective Date through the date of
the first annual meeting of the Company’s shareholders and shall be payable in
cash as soon as reasonably practicable following the execution of this
Agreement.


 


4.2.        Executive
shall be entitled to participate in or receive medical, disability and life
insurance, vacation and any other benefits that Employer provides from
time-to-time to its most senior executive officers. However, except as provided
in Section 10.2, nothing herein is intended, or shall be construed to
require Employer to institute or continue any,


 


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or any particular, plan
or benefits other than insurance benefits which Executive may at his cost
continue pursuant to COBRA.


 


4.3.        During
the Employment Term, the Board or the Compensation Committee shall grant
Executive annual equity compensation awards of the same type and for an
underlying number of shares equal to three (3) times the number of shares
underlying the awards granted to each non-employee member of the Board pursuant
to the Company’s non-employee director compensation policies as in effect from
time to time. Any such equity compensation awards shall be granted at the same
time as the awards granted to non-employee members of the Board and shall
contain such similar terms (not inconsistent with this Agreement or awards
granted to non-employee members of the Board) as the Board and/or the
Compensation Committee determine.


 


4.4.        During
the Employment Term, Executive shall either be provided with a Company-owned
automobile for his business and personal use or be provided with a monthly
automobile allowance of $1,200.


 


4.5         During
the Employment Term, Executive shall continue to have the use of his existing (or
otherwise comparable) office.


 


4.6         During
the Employment Term, Executive shall continue to be permitted to use Company
aircraft for personal use in accordance with Company policies as in effect from
time to time; provided, however, that Executive shall be entitled to personal
use of Company aircraft on terms at least as favorable to him as those accorded
to the Company’s Chief Executive Officer.


 


5.             Certain Business Expenses. Employer shall
reimburse Executive for business expenses (a) which are reasonable and
necessary for Executive to perform and were incurred by Executive in the course
of the performance of his duties pursuant to this Agreement and in accordance
with Employer’s general policies and (b) for which Executive has submitted
vouchers and completed an expense report in the form required by Employer as
consistent with Employer’s policies in place from time-to-time.


 


6.             Confidential Information.


 


6.1.        Executive
acknowledges that, because of his employment hereunder, he will be in a
confidential relationship with Employer and will have access to confidential
information and trade secrets of Employer and the subsidiaries, affiliates and
divisions thereof. Executive acknowledges and agrees that the following
constitutes confidential and/or trade secret information belonging exclusively
to Employer (collectively, “Confidential Information”):


 


(a)          all information related to customers
including, without limitation, customer lists, the identities of existing, past
or prospective customers, prices charged or proposed to be charged to
customers, customer contacts, special customer requirements and all related
information;


 


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(b)         all marketing plans, materials and
techniques;


 


(c)          all methods of business operation and
related procedures of Employer; and


 


(d)         all patterns, devices, compilations of
information, copyrightable material and technical information, if any, in each
case which relates in any way to the business of Employer or any subsidiary,
affiliate or division thereof.


 


6.2.          Executive agrees that:


 


6.2.1.     Except in the limited performance of his
duties under this Agreement, Executive shall not use for his own benefit or
disclose to any third party Confidential Information acquired by reason of his
employment under this Agreement or his former status as an officer and
shareholder of Employer, including, but not limited to, Confidential
Information belonging or relating to Employer or its subsidiaries, affiliates,
divisions or customers;


 


6.2.2.     Executive shall not induce or persuade
other employees of Employer or former or current employees of Employer or any
subsidiary, affiliate or division thereof, to join him in any activity
prohibited by this Section 6;


 


6.2.3.     For the twelve (12) month period following
any termination of Executive’s employment with the Company, Executive shall
not, without the express prior written permission of the Company, employ, offer
to employ, counsel a third party to employ, or participate in any manner in the
recommendation, recruitment or solicitation of the employment of any person who
was an employee of the Company on the date of the termination of Executive’s
employment or at any time within the ninety (90) days prior thereto. In the
event that any such person shall be employed in a position under Executive’s
direct or indirect supervision within such twelve (12) month period without the
Company’s express prior written permission, it shall be conclusively presumed
that this restriction has been violated.


 


6.2.4      So long as Executive is employed by the
Company and for a period of twelve (12) months thereafter Executive shall not
directly or indirectly, provide any service either as an employee, employer,
consultant, contractor, agent, principal, partner, substantial stockholder,
corporate officer or director of or for a company or enterprise which competes
in any material manner with the then present or Planned Business Activities (as
defined below) of the Company, including without limitation, audio programming,
production, engineering, promotion or broadcasting regardless of the method of
its delivery, which methods include, without limitation, AM, FM, satellite,
PCS, cable, Internet, or any other means. For purpose of the foregoing “Planned
Business Activities” shall mean a business initiative materially discussed
by the Board or which is currently under consideration by the Board or which
has been approved by the Board.


 


6.2.5.     This Section 6 shall survive
termination of this Agreement.


 


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7.             Employer Property.


 


7.1.        Any patents, inventions, discoveries,
applications or processes, software and computer programs devised, planned,
applied, created, discovered or invented by Executive in the course of his
employment under this Agreement and which pertain to any aspect of the business
of Employer or its subsidiaries, affiliates, divisions or customers, shall be
the sole and absolute property of Employer and Executive shall make prompt
report thereof to Employer and promptly execute any and all documents
reasonably requested to assure Employer the full and complete ownership
thereof.


 


7.2.        All records, files, lists, drawings,
documents, equipment and similar items relating to Employer’s business which
Executive shall prepare or receive from Employer shall remain Employer’s sole
and exclusive property. Upon termination of this Agreement, Executive shall
return promptly to Employer all property of Employer in his possession and
Executive represents that he will not copy, or cause to be copied, printed,
summarized or compiled, any software, documents or other materials originating
with and/or belonging to Employer. Executive further represents that he will
not retain in his possession any such software, documents or other materials in
machine or human readable forms. The requirements of this Section 7.2
shall not be applicable to Executive’s “rolodex” and other similar list of
personal business associates and contacts at the time of termination that is
not part of the Employer’s books and records (collectively, “Executive
Property”).


 


7.3.        This Section 7 shall survive
termination of this Agreement.


 


8.             Executive Representations and Warranties. Executive
warrants and represents to and covenants with Employer as follows:


 


8.1.        No Conflict. The execution,
delivery and performance of this Agreement by Executive does not conflict with
or violate any provision of or constitute a default under any agreement,
judgment, award or decree to which Executive is a party or by which Executive
is bound. No consent of any third party is necessary for Executive to enter
into this Agreement and comply fully with his obligations hereunder. Executive
is not party to or bound by any other employment agreement, non-compete
agreement, confidentiality agreement or similar agreement.


 


8.2.        Enforceable Agreement. This
Agreement is the valid enforceable agreement of Executive, enforceable against
him in accordance with its terms.


 


9.             Termination. Executive’s employment hereunder may
be terminated by the Board under the following circumstances:


 


9.1.        Death. Executive’s employment
hereunder shall terminate automatically upon his death.


 


9.2.        Disability. This Agreement shall
terminate on Executive’s physical or mental disability or infirmity which, in
the opinion of a competent physician


 


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mutually selected in
advance of such disability or infirmity by Executive and the Compensation
Committee, renders Executive unable to perform his duties under this Agreement
for more than one hundred twenty (120) days during any one hundred eighty (180)-day
period (“Disability”).


 


9.3.        “Date of Termination” shall mean
(i) if Executive’s employment is terminated by his death, the date of his
death; or (ii) if Executive’s employment is terminated by reason of his
Disability, the date on which Executive is determined by a competent physician
to suffer from such Disability in accordance with Section 9.2.


 


9.4.        Termination Obligations.


 


9.4.1.     Executive hereby acknowledges and agrees
that all personal property and equipment furnished to or prepared by Executive
in the course of or incident to his employment belong to Employer and shall be
promptly returned to Employer upon termination of the Employment Term. “Personal
Property” includes, without limitation, all books, manuals, records,
reports, notes, contracts, customer or other lists, blueprints, and other
documents, or materials, or copies thereof, whether in hard copy or in any
electronic format, and all other proprietary information relating to the
business of Employer or any subsidiary, affiliate or division thereof, but
shall exclude Executive Property. Following termination, Executive will not
retain any written or other tangible material containing any Confidential
Information or other proprietary information of Employer or any subsidiary,
affiliate or division thereof.


 


9.4.2.     The representations and warranties
contained in this Section 9.4 and Executive’s obligations under Section
6 and Section 7 hereof shall survive termination of the Employment
Period and the expiration or termination of this Agreement.


 


10.           Compensation Upon Death, During
Disability or Upon Termination.


 


10.1.      Death or Disability. If Executive’s
employment hereunder shall be terminated during the Employment Term as a result
of Executive’s death or Disability, Executive shall be deemed to have performed
all of the requisite services under this Agreement for the remainder of the
term for which the Executive was elected in which the termination occurred, and
in addition Employer shall pay Executive or Executive’s estate in a single lump
sum an amount equal to the Annual Retainer as in effect immediately prior to
Executive’s termination.


 


10.2.      Post-Termination
Benefits. In addition to the foregoing, upon Executive’s termination of
employment hereunder for any reason, then commencing as of the Executive’s Date
of Termination, the Employer shall provide to Executive and Executive’s spouse
medical insurance coverage for the duration of their respective lives on terms
comparable to those applicable to Executive and Executive’s spouse, as
applicable, under the Employer’s benefit plans in place as of Executive’s Date
of Termination. Such post-employment insurance coverage may be provided by
Employer in a manner selected by Employer, including without limitation the
purchase of separate insurance policies for the benefit of Executive and
Executive’s spouse or providing coverage under its medical insurance plans or
arrangements. The manner of providing such coverage shall be subject to the
approval of Executive, which approval shall not be unreasonably withheld.


 


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10.3.      Stock
Based Awards. If Executive ceases to serve as Chairman of the Board during
the Employment Term for any reason other than a removal from his position as
Chairman the Board for Cause (as defined below) pursuant to the Company’s
bylaws, as in effect from time to time, all of Executive’s stock-based rights
shall become vested, exercisable and payable with respect to all of the equity
subject thereto. For purposes of this Agreement, “Cause” shall mean any
one or more of the following (each as determined by the Board in its sole
discretion): (i) Executive’s material breach of any term of this Agreement;
(ii) the commission by the Executive of any act of fraud, theft or criminal
dishonesty with respect to the Employer or any of its subsidiaries, divisions
or affiliates, or the conviction of the Executive of any felony; (iii)
Executive’s misconduct in the performance of his duties hereunder, including,
without limitation, his failure or refusal to carry out any proper direction by
the Board with respect to services to be rendered by him hereunder or the
manner of rendering such services or his habitual neglect of his duties as an officer
of Employer after written notice and reasonable opportunity to cure; (iv)
Executive’s repeated material neglect of his duties on a general basis after
written notice and reasonable opportunity to cure; or (v) the commission by
Executive of any act of moral turpitude which (a) brings the Employer or any of
its affiliates into public disrepute or disgrace, (b) causes material injury to
the customer relations, operations or the business prospects of the Employer or
(c) in the reasonable opinion of FCC counsel for Employer, would pose a
substantial risk of revocation or non-renewal of any of the FCC licenses held
by the Company.


 


10.4.      Release
of Claims. As a condition to the
receipt of any of the post- termination benefits described in Section 10.2 hereunder
subsequent to the termination of the employment of Executive, Executive shall
be required to execute within ninety (90) days following the termination of his
employment a release in a form reasonably acceptable to Employer of all claims
arising out of his employment or the termination thereof including, but not
limited to, any claim of discrimination under state or federal law, but
excluding claims for indemnification under any agreement to which Executive is
a party or pursuant to Employer’s charter or by-laws or policies of insurance
maintained by Employer.


 


10.5.      Section 409A. Notwithstanding
anything herein to the contrary, (i) if at the time of Executive’s termination
of employment with the Company, Executive is a “specified employee” as defined
in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of employment is necessary in
order to prevent any accelerated or additional tax under Section 409A of the
Code, then the Company will defer the commencement of the payment of any such
payments or benefits hereunder (without any reduction in such payments or
benefits ultimately paid or provided to Executive) until the date that is six
months following Executive’s termination of employment with the Company (or the
earliest date as is permitted under Section 409A of the Code) and (ii) if any
other payments of money or other benefits due to Executive hereunder could
cause the application of an accelerated or additional tax under Section 409A of
the Code, such payments or other benefits shall be deferred if deferral will
make such payment or other benefits compliant under Section 409A of the Code,
or otherwise such payment or other benefits shall be restructured, to the
extent possible, in a manner, determined by the Board, that does not cause


 


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such an accelerated or additional tax. The
Company shall consult with Executive in good faith regarding the implementation
of the provisions of this Section 10.6.


 


11.           Parachute Payments.


 


11.1       If it is determined (as hereafter
provided) that Executive would be subject to the excise tax imposed by Code
Section 4999 to which Executive would not have been subject but for any payment
or stock option or restricted stock vesting (collectively a “Payment”)
occurring pursuant to the terms of this Agreement or otherwise as in connection
with a change in the ownership or effective control of Employer or a change in
the ownership of a substantial portion of the assets of the Employer within the
meaning of Code Section 280G(b)(2)(A)(i) (such tax, a “Parachute Tax”),
then Executive shall be entitled to receive an additional payment or payments
(a “Gross-Up Payment”) in an amount such that, after payment by
Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to
two-thirds (2/3) of the Parachute Tax imposed upon the Payment.


 


11.2       Subject to the provisions of Section
11.1 hereof, all determinations required to be made under this Section
11, including whether a Parachute Tax is payable by Executive and the
amount of such Parachute Tax and whether a Gross-Up Payment is required and the
amount of such Gross-Up Payment, shall be made by the nationally recognized
firm of certified public accountants (the “Accounting Firm”) used by the
Company prior to the event giving rise to a Payment (or, if such Accounting
Firm declines to serve, the Accounting Firm shall be a nationally recognized
firm of certified public accountants selected by the Company). For purposes of
making the calculations required by this Section, the Accounting Firm may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code, provided that
the Accounting Firm’s determinations must be made with substantial authority
(within the meaning of Section 6662 of the Code). The Accounting Firm shall be
directed by the Company or Executive to submit its preliminary determination
and detailed supporting calculations to both the Company and Executive within
fifteen (15) calendar days after the determination date, if applicable, and any
other such time or times as may be requested by the Company or Executive. If
the Accounting Firm determines that any Parachute Tax is payable by Executive,
the Company shall pay the required Gross-Up Payment to, or for the benefit of,
Executive within five business days after receipt of such determination and
calculations. If the Accounting Firm determines that no Parachute Tax is
payable by Executive, it shall, at the same time as it makes such
determination, furnish Executive with an opinion that he has substantial
authority not to report any Parachute Tax on his federal tax return. Any good
faith determination by the Accounting Firm as to the amount of the Gross-Up
Payment shall be binding upon the Company and Executive absent a contrary
determination by the Internal Revenue Service or a court of competent
jurisdiction; provided, however,
that no such determination shall eliminate or reduce the Company’s obligation
to provide any Gross-Up Payments that shall be due as a result of such contrary
determination. As a result of the uncertainty in the application of Code
Section 4999 at the time of any determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments that will not have been made by the
Company should have been made (an “Underpayment”), consistent with the
calculations


 


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required to be made hereunder. In the event of a final determination by
the Internal Revenue Service that an Underpayment has occurred, Executive shall
direct the Accounting Firm to determine the amount of the Underpayment that has
occurred and to submit its determination and detailed supporting calculations
to both the Company and Executive as promptly as possible. Any such
Underpayment shall be promptly paid by the Company to, or for the benefit of,
Executive within five business days after receipt of such determination and
calculations.


 


11.3       The Company and Executive shall each
provide the Accounting Firm access to and copies of any books, records and
documents in the possession of the Company or Executive, as the case may be,
reasonably requested by the Accounting Firm, and otherwise cooperate with the
Accounting Firm in connection with the preparation and issuance of the
determination contemplated by Section 11.2 hereof.


 


11.4       The federal tax returns filed by
Executive (and any filing made by a consolidated tax group which includes the
Company) shall be prepared and filed on a basis consistent with the
determination of the Accounting Firm with respect to the Parachute Tax payable
by Executive, as the same may be amended or supplemented. Executive shall make
proper payment of the amount of any Parachute Tax, and at the request of the
Company, provide to the Company true and correct copies (with any amendments)
of his federal income tax return as filed with the Internal Revenue Service,
and such other documents reasonably requested by the Company, evidencing such
payment.


 


12.           Notices. All notices and other
communications and legal process shall be in writing and shall be personally
delivered, transmitted by telecopier, telex or cable, or transmitted by Federal
Express or other reputable commercial overnight delivery service which provides
evidence of delivery, as elected by the party giving such notice, addressed as
follows:


 


	
  If to Employer:

  	
  Entercom Communications
  Corp.

  
	
   

  	
  401 City Avenue, Suite
  809

  
	
   

  	
  Bala Cynwyd,
  Pennsylvania 19004

  
	
   

  	
  Attention:      Secretary
  and General Counsel

  
	
   

  	
   

  
	
  If to Executive:

  	
  As set forth on the
  signature page hereto.

  



 


Notices shall be deemed
to have been given:  (i) on the first
business day after posting, if delivered by overnight courier as described
above, (ii) on the date of receipt if delivered personally, or (iii) on the
next business day after transmission if transmitted by telecopier, telex or
cable (and appropriate receipt of transmission is confirmed by telecopy or
telephone). Any party hereto may change its address for purposes hereof by
notice to the other parties hereto.


 


13.           Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


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14.           Headings. The headings herein
are for convenience only, do not constitute a part of this Agreement, and shall
not be deemed to limit or affect any of the provisions hereof.


 


15.           Entire Understanding. This
Agreement constitutes the entire agreement and understanding between the
parties hereto with respect to the employment of Executive by Employer, and
supersedes all other prior agreements, representations and understandings, both
written and oral, between the parties hereto with respect to the subject matter
hereof, including without limitation the Prior Agreement.


 


16.           Amendments. This Agreement may
not be modified or changed except by written instrument signed by each of the
parties hereto.


 


17.           Governing Law. This Agreement
shall be governed by and construed in accordance with the internal laws of the
Commonwealth of Pennsylvania, without regard to principles of conflicts of law.


 


18.           Dispute Resolution Process. The
parties hereby agree that, in order to obtain prompt and expeditious resolution
of any disputes under this Agreement, each claim, dispute or controversy of
whatever nature, arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement (or any other agreement
contemplated by or related to this Agreement or any other agreement between
Employer and Executive), including without limitation any claim based on
contract, tort or statute, or the arbitrability of any claim hereunder (a “Claim”),
shall be settled, at the request of any party of this Agreement, by final and
binding arbitration conducted in Montgomery County, Pennsylvania. All such
Claims shall be settled by one arbitrator in accordance with the Commercial
Arbitration Rules then in effect of the American Arbitration Association. Such
arbitrator shall be provided through the CPR Institute for Dispute Resolution (“CPR”)
by mutual agreement of the parties; provided that,
absent such agreement, the arbitrator shall be appointed by CPR. In either
event, such arbitrator may not have any preexisting, direct or indirect
relationship with any party to the dispute. Each party
hereto expressly consents to, and waives any future objection to, such forum
and arbitration rules. Judgment upon any award may be entered by any
state or federal court having jurisdiction thereof. Except as required by law
(including, without limitation, the rules and regulations of the Securities and
Exchange Commission), neither party nor the arbitrator shall disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of all parties.


 


Adherence to this dispute
resolution process shall not limit the right of Employer or Executive to obtain
any provisional remedy, including without limitation, injunctive or similar
relief set forth in Section 27, from any court of competent jurisdiction
as may be necessary to protect their respective rights and interests pending
arbitration. Notwithstanding the foregoing sentence, this dispute resolution
procedure is intended to be the exclusive method of resolving any Claims
arising out of or relating to this Agreement.


 


The arbitration
procedures shall follow the substantive law of the Commonwealth of
Pennsylvania, including the provisions of statutory law dealing with
arbitration, as it may exist at the time of the demand for arbitration, insofar
as said provisions are not in conflict with this


 


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Agreement and specifically excepting therefrom sections of any such
statute dealing with discovery and sections requiring notice of the hearing
date by registered or certified mail.


 


19.           Waiver of Jury Trial. Consistent with the intention of Section 18, each signatory to
this Agreement further waives its respective right to a jury trial of any claim
or cause of action arising out of this Agreement or any dealings between any of
the signatories hereto relating to the subject matter of this Agreement. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
Agreement, including, without limitation, contract claims, tort claims, and all
other common law and statutory claims. This waiver is irrevocable, meaning that
it may not be modified either orally or in writing, and this waiver shall apply
to any subsequent amendments, supplements or other modifications to this
Agreement or to any other document or agreement relating to the transactions
contemplated by this Agreement.


 


20.           Construction. Whenever in this
Agreement the context so requires, references to the masculine shall be deemed
to include feminine and the neuter, references to the neuter shall be deemed to
include the masculine and feminine, references to the plural shall be deemed to
include the singular and references to the singular shall be deemed to include
the plural.


 


21.           Conflict. In the event of any
conflict between the provisions of this Agreement and the policies and
practices of Employer the provisions of this Agreement shall govern.


 


22.           Cooperation. Each party hereto
shall cooperate with the other party and shall take such further action and
shall execute and deliver such further documents as may be necessary or
desirable in order to carry out the provisions and purposes of this Agreement.


 


23.           Waiver. No waiver of any
provision of this Agreement shall in any event be effective, unless the same
shall be in writing and signed by the party making the waiver, and then such
waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. The failure of any party to insist, in any one or more
instances, upon performance of any of the terms, covenants or conditions of
this Agreement shall not be construed as a waiver or relinquishment of any
rights granted hereunder or any such term, covenant or condition.


 


24.           Negotiation of Agreement. Any
rule of law, or any legal decision that would require interpretation of any
ambiguities in this Agreement against the party that drafted it, shall be of no
application and is hereby expressly waived. The provisions of this Agreement
shall be interpreted in a reasonable manner to effect the intentions of the
parties and this Agreement.


 


25.           Parties in Interest; Assignment.
This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective permitted successors, assigns, heirs and/or
personal representatives, except that neither this Agreement nor any interest
herein shall be assigned or assignable by operation of law or otherwise, by Executive
or Employer without


 


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the approval of the other party. Nothing
in this Agreement, expressed or implied, is intended to confer on any person
other than the parties and their respective successors and permitted assigns
any rights or remedies under or by reason of this Agreement.


 


26.           Severability. If any provision
of this Agreement shall be deemed invalid, unenforceable or illegal, then
notwithstanding such invalidity, unenforceability or illegality, the remainder
of this Agreement shall continue in full force and effect.


 


27.           Injunctive Relief. In the
event of breach by Executive of the terms of Section 6 or Section
7 , Employer shall be entitled to enforce the specific performance of this
Agreement by Executive and to enjoin Executive from any further violation of
either such provisions and to exercise such remedies cumulatively or in
conjunction with all other rights and remedies provided by law.


 


(Signature page
follows)


 


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28.           Executive Acknowledgement.
Executive represents and agrees that he fully understands his right to discuss
all aspects of this Agreement with his private attorney, and that to the
extent, if any, that he desired, he availed himself of such right. Executive
further represents that he has carefully read and fully understands all of the
provisions of this Agreement, that he is competent to execute this Agreement,
that his agreement to execute this Agreement has not been obtained by any
duress and that he freely and voluntarily enters into it, and that he has read
this document in its entirety and fully understands the meaning, intent and
consequences of this document.


 


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


 


	
   

  	
  “EXECUTIVE”

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joseph M. Field

  	
   

  	
   

  	
  August 2, 2007

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Joseph M. Field

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for Notice:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  401 City Avenue

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Suite 809

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bala Cynwyd, PA 19004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “EMPLOYER”

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Entercom Communications Corp.,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  a Pennsylvania corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John C. Donlevie

  	
   

  	
   

  	
  August 2, 2007

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John C. Donlevie

  	
   

  	
  Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive Vice President

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and Secretary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


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