This Employment Agreement (the Agreement) is entered into effective as of July 1, 2019, by and between Stuart W. Epperson, an individual (Executive), and Salem Communications Holding Corporation, a Delaware corporation (the Company).
WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated July 1, 2018 (the Old Employment Agreement);
WHEREAS, the Executive and the Company wish to terminate the Old Employment Agreement, effective as of midnight on June 30, 2019;
WHEREAS, the Company desires to employ Executive in the capacity of Chairman of the Board of the Company on the terms and conditions set forth herein; and
WHEREAS, Executive desires to serve in such capacity on behalf of the Company and to provide to the Company the services described herein on the terms and conditions set forth herein.
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 the Company hereby agree as follows:
1. Employment by the Company and Term.
(a) Duties. Subject to the terms set forth herein, the Company agrees to employ Executive as Chairman of the Board and Executive hereby accepts such employment. As Chairman of the Board, Executive shall have the authority, functions, duties, powers and responsibilities for Executives corporate office and position as set forth in the Companys Bylaws from time to time and such other authority, functions, duties, powers and responsibilities as the Board of Directors of the Company (the Board) may from time to time prescribe or delegate to Executive, in all cases to be consistent with Executives corporate offices and positions. Notwithstanding the foregoing, the Board may change Executives title, corporate office, positions, authority, functions, duties, powers and responsibilities from time to time if it, in its sole discretion, believes such change(s) to be in the best interest of the Company, provided that in no event shall Executives status be of lesser stature than as non-executive Vice Chairman.
(b) Full Time and Best Efforts. During the Term, Executive shall apply, on a full-time basis, all of his skill and experience to the performance of his duties hereunder and shall not, without the prior consent of the Board, devote substantial amounts of time to outside business activities. The performance of Executives duties shall be primarily in Winston-Salem,