MEMORANDUM OF TERMS OF EMPLOYMENT
THIS MEMORANDUM OF TERMS OF EMPLOYMENT (Memorandum), is made and entered into effective as of January 2, 2022, by and between Salem Communications Holding Corporation (hereinafter referred to as Employer), and David A.R. Evans (hereinafter referred to as Executive), upon the following terms and conditions:
WHEREAS, Employer is a wholly owned subsidiary of Salem Media Group, Inc. (SMG);
WHEREAS, Executive currently holds the position of President New Media of Employer and, in such capacity, has provided day-to-day senior management advice as well as strategic business advice to SMG and its subsidiaries (collectively, Salem), all pursuant to an Employment Agreement dated as of January 3, 2021 (the Old Employment Agreement);
WHEREAS, the Executive and Employer wish to terminate the Old Employment Agreement and any other prior agreement relating to his employment, effective as of midnight on January 1, 2022 and employ Executive pursuant to the terms of this Agreement effective as of the date of this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Employer hereby agree as follows:
1. EXECUTIVES RESPONSIBILITIES. Executive agrees to devote his entire business time, attention and energies to the business of Employer, including Salem. Executive also agrees to perform all services hereunder in a manner loyal and faithful to Employer. Executives title shall be Chief Operating Officer of SMG reporting directly to the Executive Chairman of SMG. As Chief Operating Officer, Executive shall have the authority, functions, duties, powers and responsibilities which are set forth in the SMGs Bylaws from time to time in effect and such other authority, functions, duties, powers and responsibilities as the Executive Chairman or Board of Directors of SMG may assign to Executive. With the written consent of the Executive Chairman, Executive may accept paid board or trustee positions for other entities and may accept fees for public speaking and published writings. Executive may reasonably participate as a member in community, civic, and similar organizations and may pursue personal investments that do not interfere with the normal business activities of Salem. The performance of Executives duties shall be primarily in Camarillo, California, subject to reasonable travel as the performance of his duties in the business may require.