Vice President- Marketing Employment Agreement - Ivan Shulman

EXHIBIT 10.20



EMPLOYMENT AGREEMENT



This Agreement ("Agreement") is entered into by and between Ivan Shulman ("Employee") and METRO TRAFFIC CONTROL, INC., a Maryland corporation with its principal office located in Harris County, Texas (the "Company").



WITNESSETH:



WHEREAS, the Company is in the business of managing a sales force,

selling broadcast and other advertising, and developing, producing and

broadcasting traffic, news, sports, weather and other information reports

throughout the United States; and



WHEREAS, Employee has extensive management, marketing and operations

experience; and



WHEREAS, the Company and Employee entered into an agreement

effective July 1, 1995 (the "Prior Agreement"); and



WHEREAS, the Company desires to continue to engage the services of

Employee to serve as Vice President-Marketing of the Company on the terms

and conditions herein contained; and



NOW, THEREFORE, for and in consideration of the mutual covenants and

agreements herein contained, the parties hereto agree as follows:



1. EMPLOYMENT. The Company hereby employs Employee, and Employee accepts such employment, and agrees to devote Employee's full time and efforts to the interests of the Company upon the terms and conditions hereinafter set forth. Upon the Effective Date (as hereinafter defined), the Prior Agreement shall be terminated and null and void. The parties agree that upon the payment of the lesser of (i) one hundred thousand ($100,000.00) dollars and (ii) all bonus amounts accrued Employee pursuant to the Prior Agreement prorated to June 30, 1996, minus twelve thousand ($12,000.00), dollars all amounts due and owing pursuant to the Prior Agreement shall have been paid in full. The parties agree that such payment shall be made the later of (i) on or about September 30, 1996 and (ii) within thirty (30) days following the Effective Date (as hereinafter defined).



2. TERM OF EMPLOYMENT. Subject to the provisions for termination hereinafter provided, Employee's term of employment by the Company shall commence on the effective date of an initial public offering (the "Public Offering") of the Company's proposed parent company (the "Effective Date") and shall continue in effect until three (3) years following the closing of the Public Offering (the "Term"); provided, however, the Company shall have the right to terminate this Agreement on the second anniversary of the closing of the Public Offering by giving the Employee written notice of such termination at least ninety (90) days prior to such second anniversary. Unless otherwise terminated pursuant hereto, if Employee continues to be employed by the Company after the Term, then Employee's employment shall be deemed to continue on a month-to-month basis until such time as either party shall deliver written notice to the other party and this Agreement shall terminate ninety (90) days after the giving of such notice. Except as otherwise set forth herein, if either party hereto desires to terminate this Agreement at the end of the Term or thereafter, the same ninety (90) days prior written notice shall apply. Further, if the Public Offering does not close on or before December 31, 1996, this Agreement shall be null and void and the Prior Agreement shall remain in full force and effect. The period from the Effective Date through the date ninety (90) days from the date any notice of termination referred to above is delivered is hereinafter referred to as the "Employment Period".



3. SERVICES TO BE RENDERED BY EMPLOYEE.



(a) During the Employment Period, Employee shall serve as Vice President- Marketing of the Company or in such other position as is determined from time to time by the Board of Directors of the Company or if the Company has a parent company, such parent company's Board of Directors (the "Board of Directors"). Subject to the direction of the Chief Executive Officer of the Company, the Board of Directors or its designee, Employee shall perform such duties as from time to time may be delegated to Employee by the Chief Executive Officer, the Board of Directors, or their designee. Employee shall devote all of his professional time, energy and ability to the proper and efficient conduct of the Company's business. Employee shall observe and comply with all reasonable lawful directions and instructions by and on the part of the Chief Executive Officer, the Board of Directors or their designee and endeavor to promote the interests of the Company and not at any time do anything which may cause or tend to be likely to cause any loss or damage to the Company in business, reputation or otherwise.



(b) The Company may from time to time call on Employee to perform services related to the business of developing and broadcasting traffic, news, sports and weather reports, which may include (in the Company's sole discretion) contributing to the day-to-day management and operation of such business, soliciting Sponsors, Corporate Affiliates (as such terms are defined in Section 20 hereof) or customers or dealing with their accounts, or the television or radio broadcast of traffic, news, sports and weather reports, or other activities related to the Company's business, as reasonably specified from time to time by the Chief Executive Officer, the Board of Directors or their designee.



Page 2 of 13 Subject to the foregoing, Employee's specific responsibilities shall include hiring, training, managing and motivating the Company's employees. The Company may, in its sole discretion, restrict, expand, change or otherwise alter the Employee's duties, title and responsibilities. Any change shall be binding on Employee for all purposes of this Agreement.



(c) Employee acknowledges that Employee will have and owe fiduciary duties to the Company and its shareholders including, without limitation, the duties of care, confidentiality and loyalty.



(d) Employee acknowledges that the Company does not allow personal trade, including but not limited to automobiles.



4. COMPENSATION.



(A) BASE SALARY. For the services to be rendered by Employee during Employee's employment by the Company, the Company shall pay Employee, and Employee agrees to accept, a monthly base salary (the "Base Salary") of SIXTEEN THOUSAND SIX HUNDRED and SIXTY-SEVEN Dollars and SIXTY-SEVEN Cents ($16,666.67). Employee's Base Salary shall be payable semi-monthly in arrears on the tenth day and on the twenty-fifth day of each calendar month or such other date in conformity with the Company's payroll policies in effect from time to time. The Base Salary shall increase five (5%) percent for each year per annum during the Term on the anniversary of the closing of the Public Offering.



(B) BONUS. Employee shall be eligible for a bonus of up to SEVENTY- FIVE THOUSAND ($75,000.00) Dollars per annum (the "Discretionary Bonus"), in the sole discretion of the Board of Directors (or if the Company has a parent company, the Board of Directors of such parent company) or its Compensation Committee. The Discretionary Bonus potential shall increase by five (5%) percent per annum for each year during the Term on the anniversary of the closing of the Public Offering.



(C) STOCK OPTIONS. Upon the effective date of the Public Offering, Employee will be granted options under the Company's proposed parent company's 1996 Incentive Stock Option Plan (the "1996 Plan") to purchase THIRTY-FIVE THOUSAND (35,000) shares of the Company's proposed parent company's common stock pursuant a stock option agreement substantially in the form attached hereto as Exhibit A. Additional options may be granted in the sole discretion of the Board of Directors of the Company (or if the Company has a parent company, the Board of Directors of such parent company) or its Compensation Committee. Such stock options shall be immediately null and void if the Public Offering does not close.



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(D) CUSTOMARY EMPLOYEE DEDUCTIONS. For any and all compensation paid by the Company to Employee pursuant to this Section 4, the Company shall be entitled to deduct income tax withholdings, social security and other customary employee deductions in conformity with the Company's payroll policies in effect from time to time.



5. EXPENSES. Subject to compliance by Employee with such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company, the Company shall reimburse Employee, or cause Employee to be reimbursed, in cash for all reasonable expenses. The Company currently maintains trade relationships for restaurants, hotels, automobile rentals, courier services, promotional items, etc. which may be used from time to time to cover ordinary and necessary expenses of Employee and for reimbursement. Except as expressly set forth in this Section 5, any out-of-pocket cash expenses incurred by Employee shall be at his own expense and without reimbursement by the Company. Employee agrees that no travel expense will be reimbursed unless booked through the Company's travel department.



6. BENEFITS.



(A) COMPANY PLANS; INSURANCE. During the term of Employee's employment hereunder, Employee shall be entitled to participate in all benefit plans, programs, group insurance policies, vacation sick leave and other benefits that may from time to time be established by the Company for its employees, provided that Employee is eligible under the respective provisions thereof.



(B) VACATION. Employee shall be entitled each year to a vacation in accordance with the prevailing practice of the Company in regard to vacations for its employees.



7. TERMINATION OF EMPLOYMENT.



(a) During the Employment Period, the Company shall have the right, if exercised in good faith, to terminate the employment of Employee hereunder immediately by giving prior written notice thereof to Employee in the event of any of the following:



(i) if Employee has (A) willfully failed, refused or habitually has

neglected to carry out or to perform the reasonable duties required of

Employee hereunder or otherwise breached any provision of this Agreement

(other than Sections 8, 9 and 12 hereof, which are governed by Section

7(a)(iv) hereof) after notice from the Chief Executive Officer, the Board

of Directors or their designee of such failure or neglect and the

expiration of thirty (30) days following the delivery of such notice which

failure or neglect has remained unremedied, (B) willfully



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breached any statutory or common law duty; or (C) breached Section 3(c) or

3(d) of this Agreement.



(ii) if Employee is convicted of a felony or a crime involving moral

turpitude or if the Company, acting in good faith and upon reasonable

grounds, determines that Employee has willfully engaged in business conduct

which would injure the reputation of the Company or otherwise adversely

affect its interest if Employee were retained as an employee of the

Company;



(iii) if Employee becomes unable by reason of physical disability or other

incapacity (as may be defined in applicable disability insurance policies)

to carry out or to perform the duties required of Employee hereunder for a

continuous period of ninety (90) days; provided, however, that Employee's

compensation during any period in which Employee is unable to perform the

duties required of Emp ...