Common use of Base Salary and Bonus Clause in Contracts

Base Salary and Bonus. During the Employment Period, the Company shall pay Executive a base salary at a rate of not less than $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus for each year during the Employment Period subsequent to 2008 shall be calculated in accordance with the schedule set forth below. The Target EBITDA for 2009 and thereafter shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular year shall be determined for each year within thirty (30) days following approval of the Company’s budget for such year by the Board of Holdings. EBITDA, for all purposes of this Agreement, shall be defined as, and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer of the Company (the “Achieved EBITDA”), subject to the approval of the Compensation Committee. The Performance Bonus for any year in the Employment Period subsequent to 2008 shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

Base Salary and Bonus. (a) During the Employment PeriodTerm, for all of the services rendered by the Executive hereunder, the Company shall pay the Executive a base salary at a rate of not less than $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 per year (“Base Salary”), at the annual rate of Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00) payable in semi-monthly installments at such times as the Company customarily pays its other employees. The Executive’s Base Salary shall be paid in approximately equal installments in accordance with reviewed periodically by the Company’s customary payroll practices. The Compensation Committee Board (or a committee of the Board of Holdings Board) pursuant to the Board’s normal performance review policies for senior level executives. (b) For the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually Employment Term and consistent with any renewal thereof, the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus for any such fiscal year in an amount to be determined each year of the Agreement. The Executive may be eligible to earn additional annual bonus amounts for any fiscal year to the extent determined by the Board, in its sole discretion, which additional annual bonus amounts (if any) may be based on the “Performance Bonus”)attainment of certain individual and corporate performance goals and targets, as determined and set by the Board, in its sole discretion. Unless Promptly after the Board’s receipt of the financial information on which any such performance goals are based after the end of the fiscal year, the Board shall review actual performance against the applicable performance goals and targets and shall notify the Executive of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus for each year during the Employment Period subsequent to 2008 shall be calculated in accordance with the schedule set forth belowhis annual bonus, if any. The Target EBITDA for 2009 and thereafter shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular year shall be determined for each year within thirty (30) days following approval of the CompanyExecutive’s budget for such year by the Board of Holdings. EBITDA, for all purposes of this Agreement, shall be defined as, and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer of the Company (the “Achieved EBITDA”), subject to the approval of the Compensation Committee. The Performance Bonus for any year in the Employment Period subsequent to 2008 annual bonus shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single lump sum between January 1 and to him not later than March 15 of the year following the end of the fiscal year to which it relates, under the same conditions as other executives of the Company. Notwithstanding anything herein to the contrary: (i) To the extent mutually agreed by (and subject to the approval of) the Board and Executive, all or any portion of Executive’s Cash Bonus may be paid in the form of shares of common stock of the Company under any shareholder-approved equity compensation plan then in force at the Company, with the number of shares equal to (x) the portion of such Cash Bonus that is not paid in cash divided by (y) the closing price per share of common stock on the principal national securities exchange in the United States on which such shares are then traded on the fourth trading day the following the release of the Company’s quarterly financial reports for which the Performance Bonus was earned.applicable quarter, as reported in The Wall Street Journal or such other source as the Compensation Committee of the Board of Directors deems reliable; provided, however, that, (1) if the shares are regularly quoted by a recognized securities dealer but are not traded on a national securities exchange in the United States, then the foregoing clause (y) shall instead be the mean between the high bid and low asked prices for the shares on the fourth trading day the following the release of the Company’s quarterly financial reports for the applicable quarter, as reported in The Wall Street Journal or such other source as the Compensation Committee of the Board of Directors deems reliable; and (2) if the shares are neither traded on a national securities exchange in the United States nor quoted by a recognized securities dealer, then the foregoing clause (y) shall instead be the value of a share as determined by the Compensation Committee of the Board of Directors based upon the reasonable application of a reasonable valuation method as outlined under Code Section 409A.

Base Salary and Bonus. During the Employment Period, the Company shall pay to Executive a base salary at a the rate of not less than $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 US$475,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of Each year during the Employment Period, the Board of Holdings (the “Compensation Committee”) or its designated committee shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and ), consistent with the executive compensation practices and guidelines of the Company and HoldingsCompany. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall continue to be eligible to receive for an annual bonus (the “Performance Bonus”) determined in accordance with the bonus policy applicable to other senior executive officers of the Group in the same geographic location. At the commencement of each calendar year or shortly thereafter during the Employment Period, the Board or its designated committee shall provide to Executive a target bonus amount for such year (the “Target Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Any Bonus for each year earned during the Employment Period subsequent to 2008 shall be calculated in accordance with the schedule set forth below. The Target EBITDA for 2009 and thereafter shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular calendar year shall be paid at such time as the Company customarily pays annual bonuses; provided, that, Executive is still employed as of such date; provided, further, that if Executive’s employment terminates under Section 6(a), 6(b), 6(d), 6(e) or 6(h) hereof, he shall receive a pro-rata portion of his Bonus for the year in which termination occurs, as determined for each year within thirty (30) days following approval in the good faith opinion of the Company’s budget for such Board or its designated committee (a “Pro-Rata Bonus”), which shall be paid on or before March 15 of the calendar year following the year in which it was earned. Except as otherwise provided by the Board or herein, Executive shall not be paid any portion of Holdings. EBITDAthe Bonus unless he is employed on the date the Company customarily pays annual bonuses; however, for all purposes the avoidance of this Agreementdoubt, the preceding requirement that Executive be employed on the payment date shall not be applicable to the Pro-Rata Bonus, and the Pro-Rata Bonus shall be defined as, fully earned as of the first day of the fiscal year in which such termination occurs and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor become payable when bonuses are paid to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer other senior executives of the Company (the “Achieved EBITDA”)and Executive, subject to the approval of the Compensation Committee. The Performance Bonus for any year but in the Employment Period subsequent to 2008 shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single lump sum between January 1 and no event later than March 15 of the year following the year for which the Performance Bonus was earnedof termination.

Base Salary and Bonus. During the Employment Period, the Company shall pay Executive a base salary at a the rate of not less than $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 875,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus for each shall be determined by the Board of Directors of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period subsequent in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”), as set forth in the Management Plan previously presented to 2008 the Sponsor Group1 (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergersub, Holdings, the Executive, and other stockholders of Holdings (the “Stockholders Agreement”)) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be calculated in accordance with the schedule set forth belowno less than $6,625,000. The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target EBITDA for 2009 and thereafter OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular year shall be determined for each year within thirty (30) days following approval of the Company’s budget for such year by the Board of HoldingsHoldings 1 Presented on May 17, 2007. EBITDA, for all purposes of this Agreement, shall be defined as, and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable sole discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer of the Company (the “Achieved EBITDA”), subject to the approval of the Compensation Committee. The Performance Bonus for any year in the Employment Period subsequent to 2008 shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.

Base Salary and Bonus. During the Employment Period, the Company shall pay to Executive a base salary at a the rate of not less than US $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 325,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of Each year during the Employment Period, the Board of Holdings (the “Compensation Committee”) or its designated committee shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and ), consistent with the executive compensation practices and guidelines of the Company and HoldingsCompany. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall continue to be eligible to receive for an annual bonus (the “Performance Bonus”) determined in accordance with the bonus policy applicable to other senior executive officers of the Group in the same geographic location. At the commencement of each calendar year or shortly thereafter during the Employment Period, the Board or its designated committee shall provide to Executive a target bonus amount for such year (the “Target Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Any Bonus for each year earned during the Employment Period subsequent to 2008 shall be calculated in accordance with the schedule set forth below. The Target EBITDA for 2009 and thereafter shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular calendar year shall be paid at such time as the Company customarily pays annual bonuses; provided, that, Executive is still employed as of such date; provided, further, that if Executive’s employment terminates under Section 6(a), 6(b), 6(d), 6(e) or 6(h) hereof, he shall receive a pro-rata portion of his Bonus for the year in which termination occurs, as determined for each year within thirty (30) days following approval in the good faith opinion of the Company’s budget for such Board or its designated committee (a “Pro-Rata Bonus”), which shall be paid on or before March 15 of the calendar year following the year in which it was earned. Except as otherwise provided by the Board or herein, Executive shall not be paid any portion of Holdings. EBITDAthe Bonus unless he is employed on the date the Company customarily pays annual bonuses; however, for all purposes the avoidance of this Agreementdoubt, the preceding requirement that Executive be employed on the payment date shall not be applicable to the Pro-Rata Bonus, and the Pro-Rata Bonus shall be defined as, fully earned as of the first day of the fiscal year in which such termination occurs and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor become payable when bonuses are paid to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer other senior executives of the Company (the “Achieved EBITDA”)and Executive, subject to the approval of the Compensation Committee. The Performance Bonus for any year but in the Employment Period subsequent to 2008 shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single lump sum between January 1 and no event later than March 15 of the year following the year for which the Performance Bonus was earnedof termination.

Base Salary and Bonus. During the Employment Period, the Company shall pay Executive a base salary at a the rate of not less than $500,000 for calendar year 2009 and, thereafter, not less than $1,000,000 895,000 per year (“Base Salary”). Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company and Holdings. If Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the amount of the Performance Bonus for each shall be determined by the Board of Directors of Holdings (which may act through its Compensation Committee) in its sole discretion, provided, however, that in any year during the Employment Period subsequent in which the Company achieves at least eighty percent (80%) of the budgeted OIBDAN for the given year (the “Target OIBDAN”), as set forth in the Management Plan previously presented to 2008 the Sponsor Group1 (as defined in the Stockholders Agreement, dated as of July 29, 2008, by and among the Mergersub, Holdings, the Executive, and other stockholders of Holdings (the “Stockholders Agreement”)) and consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable, such Performance Bonus shall be calculated in accordance with the schedule set forth belowno less than $6,625,000. The Management Plan will be subject to equitable adjustment by the Compensation Committee of Holdings to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Code and the regulations thereunder. If the Company does not achieve the Target EBITDA for 2009 and thereafter OIBDAN in any given year, the amount of the Performance Bonus, if any, shall be determined by the Compensation Committee in consultation with management of the Company. The Target EBITDA for a particular year shall be determined for each year within thirty (30) days following approval of the Company’s budget for such year by the Board of HoldingsHoldings 1 Presented on May 17, 2007. EBITDA, for all purposes of this Agreement, shall be defined as, and shall use the same calculations and methodologies used for determining Consolidated EBITDA as defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor to BT Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving Borrowers (as defined by the Credit Agreement), from time to time a party thereto, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as amended from time to time, except that for purposes of this Amendment, unless otherwise approved by the Compensation Committee and the Board of Holdings, Achieved EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the date hereof to the extent not included in the calculation of Target EBITDA and (ii) include EBITDA that is excluded from Consolidated EBITDA by reason of being generated from discontinued operations. Achieved EBITDA will also be adjusted to take into account any acquisitions or divestitures made during the applicable year, such that Target EBITDA and Achieved EBITDA include the same businesses, assets or operations for the same period, as reasonably determined by the Compensation Committee and the Board of Holdings. The parties intend that Achieved EBITDA be calculated for a particular year in a manner consistent with the assumptions used to develop Target EBITDA for such year and with the full benefit of strategic and operational improvements above and beyond the plan used in developing Target EBITDA, as determined by the Compensation Committee in its reasonable sole discretion. At the end of each year, the EBITDA attained shall be calculated by the Chief Accounting Officer of the Company (the “Achieved EBITDA”), subject to the approval of the Compensation Committee. The Performance Bonus for any year in the Employment Period subsequent to 2008 shall be paid in accordance with the following schedule: If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000, pro rata based on the percent of Target EBITDA actually achieved. If the Achieved EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target EBITDA actually achieved. The Performance Bonus, if any, shall be payable in a single one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned.