RADIO UNICA COMMUNICATIONS CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>a2105370zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
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                                                                    EXHIBIT 10.5

     THIS AMENDED AND RESTATED AGREEMENT made as of the 28th day of January,
2003 by and between Radio Unica Communications Corp., a Delaware corporation
(the "Company"), and Steven E. Dawson (the "Executive").

                               W I T N E S S E T H

     WHEREAS, the Executive is a key employee of the Company; and

     WHEREAS, the Executive is a party to an employment agreement with the
Company dated as of February 28, 2002 (the "Employment Agreement") and

     WHEREAS, the Executive and the Company desire to amend and restate the
Employment Agreement pursuant to this Agreement;

     WHEREAS, the Company deems it important and appropriate to assure to itself
the continued availability of certain services and assistance of the Executive;
and

     WHEREAS, the Executive is willing to perform certain services for the
Company provided the Executive is appropriately compensated in the event his
employment by the Company terminates under the circumstances set forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Company and the Executive agree as follows:

     1.   If during the term of this Agreement:

          (a)  The Executive's employment with the Company terminates, the
Executive will be entitled to the benefits provided in Section 3(a) hereof,
unless such termination is (i) due to Executive's death or Disability (as
hereinafter defined), (ii) by the Company for Cause (as hereinafter defined), or
(iii) by the Executive other than for Good Reason (as hereinafter defined); or

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          (b)  a Change in Control (as defined in the Company's 1998 Stock
Option Plan, as in effect from time to time; provided, however, that such
definition may not be amended to adversely affect the Executive without his
prior consent; and, further provided, that, for purposes of this Agreement, the
definition of "Change in Control" under the 1998 Stock Option Plan shall also be
deemed to mean Warburg, Pincus Ventures, L.P. ceasing to have beneficial
ownership of securities of the Company representing 50% or more of the then
outstanding common stock of the Company) occurs and, within two years after the
Change in Control, the Executive's employment with the Company terminates, the
Executive shall be entitled to the benefits provided in Section 3(a) hereof,
unless such termination is (a) due to the Executive's death or Disability, (b)
by the Company for Cause or (c) by the Executive other than for Good Reason.

     2.   When used in this Agreement:

          (a)  "Cause" shall mean the material and intentional continued failure
by the Executive to substantially perform his duties as an employee of the
Company (other than by reason of Disability or for Good Reason) after a written
demand for substantial performance is delivered to the Executive by the Board of
Directors of the Company, which demand specifically identifies such failure and
provides a reasonable time in which to perform; actual (as distinguished from
statutory) fraud; intentional misappropriation of material property of the
Company to the Executive's own use; embezzlement of material property from the
Company by the Executive; or substantial damage to property of the Company which
property is material to the Company's operations and which damage results from
an action by the Executive which intentionally causes such damage. The burden of
proving Cause shall be on the Company. It is specifically agreed that Cause
shall not include any act of commission or omission by the Executive in the
exercise of the Executive's

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business judgment as an employee of the Company or as a member of the Board of
Directors of the Company.

          (b)  "Disability" shall mean the Executive's incapacity due to
physical or mental illness resulting in his absence from full-time performance
of his functions for a period in excess of six consecutive months.

          (c)  "Good Reason" shall mean, without the Executive's express written
consent, any of the following:

               (i)   the assignment to the Executive of duties inconsistent with
or of a lesser nature than his position immediately prior to the Change in
Control, any reduction in the Executive's title or position or a significant
reduction in the nature of the Executive's responsibility;

               (ii)  a reduction of the Executive's annual compensation as in
effect on the date hereof or as the same may be increased from time to time or a
material reduction in the benefit or compensation plans in which the Executive
participates immediately prior to the Change in Control;

               (iii) the relocation of the Executive's office to a location more
than 50 miles from the area where such offices are located immediately prior to
the Change in Control;

               (iv)  any failure of the Company to obtain the express written
assumption of this Agreement from any successor to the Company in accordance
with Section 8 hereof; or

               (v)   the Company shall have given notice pursuant to Section 5
hereof that it does not wish to extend the term of this Agreement.

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     3.   (a)  Following the termination of the Executive's employment as
provided in Section 1(a) or 1(b) hereof, the Company shall pay or provide to the
Executive the following benefits:

               (i)   a lump sum severance payment no later than five days after
such termination, in an amount equal to two times the sum of (x) Executive's
annual base salary then in effect; and (y) two times the annual average of the
Executive's bonuses paid or awarded in respect of the two calendar years
preceding termination or, if higher, the most recent bonus paid or awarded to
the Executive;

               (ii)  all options or shares of stock which have been granted or
issued to the Executive by the Company which are not vested or are subject to
restrictions at the time of termination shall vest immediately upon such
termination and such restrictions shall lapse and shall remain outstanding for
the remainder of their original term, subject to earlier termination if the
Company ceases to be publicly traded;

               (iii) for a period of two years after termination, the Company
shall, at its expense, provide the Executive with life, disability, medical and
group health insurance benefits substantially similar to that which the
Executive (and his spouse and any eligible dependents, if applicable) was
receiving immediately prior to termination or Change in Control, whichever is
better (after which period the Executive, his spouse and any eligible dependents
may continue medical and group health insurance benefits at their own expense
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as
amended).

               (iv)  at any time within a period of six months after termination
pursuant to Section 1(a) or a Change of Control pursuant to Section 1(b), the
Executive may elect to have the Company forgive 100% of the loans described on
Schedule A hereto which are owed by the Executive to the Company, provided that
the Executive returns to the Company all shares of Company stock purchased with
the proceeds of such loan; provided,

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however, that if such loan forgiveness would violate the Sarbanes-Oxley Act or
any other applicable law then in effect the Company shall provide the Executive
with an alternative form of remuneration which the Company and the Executive
shall mutually agree provides a benefit of equivalent value in compliance with
applicable law; and

               (v)   outplacement assistance selected by the Executive, the cost
of which shall be paid directly by the Company at the request of the Executive,
provided that the aggregate amount to be paid by the Company shall not exceed
$15,000.

          (b)  If the Executive shall resort to any action or proceeding to
recover any amount from the Company which the Company has failed to pay as
provided in this Section 3 and the Executive shall be awarded any amounts in any
such action or proceeding, the Company shall promptly pay and reimburse to the
Executive all of the costs and expenses (including attorneys' fees) incurred by
the Executive in and with respect to such action or proceeding.

     4.   The Executive shall not be required to mitigate the amount of any
payment provided for in Section 3 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in Section 3 be reduced
by any compensation earned by the Executive as the result of the employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company or otherwise.

     5.   This Agreement shall commence on the date hereof and shall continue in
effect for two years from the date hereof; provided, however, that commencing on
the anniversary of this Agreement and each anniversary thereafter, this
Agreement shall automatically be extended for one additional year, unless not
later than six months prior to any anniversary, the Company shall have given
notice to the Executive that it does not wish to extend this Agreement; and
provided, further, that if a Change in Control of the Company shall have
occurred during the original or extended term of this Agreement, this Agreement

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shall continue in effect for a period of two years after the Change in Control
has occurred. In no event, however, shall the term of this Agreement extend
beyond the Executive's 65th birthday.

     6.   The Executive agrees that, during the term of this Agreement and for
two years following his termination of employment with the Company he shall not
(i) render services in the United States in connection with radio broadcasting
primarily directed to Hispanics regardless of language which is not then owned,
directly or indirectly, by the Company, (ii) hire or solicit, or cause others to
hire or solicit, for employment by any person other than the Company or its
affiliates or any successor thereof, person employed by, the Company and its
affiliates on the date of Executive's termination of employment or actively
encourage any such person to leave employment with the Company or its
affiliates.

     7.   Without limiting the generality of Section 13, the terms of this
Agreement shall supersede and replace any severance agreement with the Executive
may have with the Company and upon execution of this Agreement any such other
severance agreement shall be terminated and of no further force or effect.
Nothing in this Agreement shall be construed to be a commitment or guarantee of
future employment with the Company.

     8.   (a)  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms to which the Executive would be entitled
hereunder if the Executive terminates his employment for Good Reason

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          (b)  This Agreement shall inure to the benefit of and be enforceable
by the Executive's personal or legal representatives, executors, administrators,
heirs, distributees, devises and legatees. If the Executive should die while any
amount would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee or other
designee or, if there is no such designee, to his estate.

     9.   For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered, when received if sent
by recognized commercial courier service or when mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt:

     To the Company:

                           Radio Unica Communications Corp.
                           8400 N.W. 52nd Street
                           Suite 101
                           Miami, Florida 33166
                           Attention:  Chairman of the Board

     To the Executive:

                           Steven E. Dawson

     10.  No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by the Executive and such officer as may be duly authorized by the Board of
Directors. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any

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condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Delaware without regard to its conflicts of law principles.

     11.  The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

     12.  This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.

     13.  This Agreement sets forth the entire agreement of the parties hereto
in respect of the subject matter contained herein and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto, including without limitation, the Employment
Agreement and the Non-Competition and Confidentiality Agreement dated August 13,
1997; and any prior agreement of the parties hereto in respect of the subject
matter contained herein is hereby terminated and cancelled.

     14.  Any controversy or claim arising out of or relating to this Agreement,
the interpretation thereof, or the breach therefore, shall be submitted to
binding arbitration by a dispute resolution process administered by JAMS or any
other mutually agreed upon arbitration firm involving final and binding
arbitration conducted in Miami, Florida.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                                             Radio Unica Communications Corp.

                                             By:
                                             -----------------------------------

                                             Joaquin F. Blaya, Chairman & CEO



                                             -----------------------------------

                                             Steven E. Dawson

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                                   SCHEDULE A

Secured Recourse Promissory Note dated November 13, 2000, between Steven E.
Dawson and Radio Unica Communications Corp. for the principal sum of two hundred
thousand dollars ($200,000.00), payable on November 13, 2005, including
accumulated interest at an interest rate of eight percent (8.00%) per annum.

Secured Recourse Promissory Note dated December 15, 1998, between Steven E.
Dawson and Radio Unica Holdings Corp. (currently Radio Unica Communications
Corp.) for the principal sum of forty thousand dollars ($40,000.00), payable on
December 15, 2003, including accumulated interest at an interest rate of seven
percent (7.00%) per annum.

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