Compensation Agreement between Citadel Broadcasting Corporation and Jacquelyn J. Orr
This agreement outlines the compensation terms for Jacquelyn J. Orr as General Counsel, Vice President, and Secretary of Citadel Broadcasting Corporation. It specifies her annual salary for two years, an annual target bonus subject to committee approval, and severance terms if she resigns for good reason or is terminated without cause. Severance includes one year of salary, a pro-rated bonus, and immediate vesting of restricted stock. The agreement also defines what constitutes 'good reason' for resignation, such as a significant reduction in authority, pay, or relocation of offices outside Manhattan.
Exhibit 10.1
COMPENSATION AGREEMENT FOR JACQUELYN J. ORR
GENERAL COUNSEL, VICE PRESIDENT & SECRETARY
1. Annual Salary:
May 16, 2008 to May 15, 2009: $325,000
May 16, 2009 to May 15, 2010: $350,000
2. Annual Target Bonus:
$150,000—subject to Compensation Committee approval
3. Severance Agreement:
If Ms. Orr should (i) resign for “good reason” or (ii) be terminated by the Company for any reason other than “cause”, then she shall receive one year of her then current salary, a pro-rated portion of her Target Bonus for that year, and all outstanding shares of restricted stock shall immediately vest. For purposes of this Agreement, “Good Reason” shall mean, in each case without the agreement of Ms. Orr (1) any material diminution of authority, duties or responsibilities, or removal from such position, excluding for this purpose (x) termination of her employment for Cause or temporarily as a result of her illness, disability, incompetency or other absence or (y) an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by Ms. Orr; or (2) any material diminution of her annual base salary or annual bonus opportunity; or (3) relocation of the Company’s New York executive offices to a location outside Manhattan.
| ACCEPTED & AGREED TO: | ||
| Citadel Broadcasting Corporation: | ||
| By: | /s/ Farid Suleman | |
| Farid Suleman, CEO | ||
| By: | /s/ Jacquelyn J. Orr | |
| Jacquelyn J. Orr | ||
