Common use of Base Salary; Auto Allowance Clause in Contracts

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized base salary rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * $400,000; provided that Employer shall pay a base salary of ninety-five percent (95%) of the amount set forth above in calendar 2016 with the understanding that for all purposes other than bi-weekly salary payments under this Section 3 during calendar 2016, including but not limited to Annual Bonus, severance and other calculations in this Agreement based upon ‘Base Salary’, references to Base Salary shall not be subject to such five percent (5%) reduction Second Contract Year: $ 350,000 Base Salary for First Contract Year (without the five percent (5%) reduction referenced above), plus an amount equal to the average percentage merit increase up to two and one half percent (2.5%), if any, for Employer’s corporate employees who do not have an employment agreement (the “Corporate Merit Increase”) for the Second Contract Year Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Second Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying plus the 5% reduction, Executive shall be paid a Base Salary of $308,750 Corporate Merit Increase for the First Third Contract Year. Year Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the CompanyEmployer’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive during the Term an annualized base salary of Four Hundred Sixty-Four Thousand One Hundred Dollars ($464,100) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of ECC (as defined below“Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * 410,000 Second Contract Year: $ 350,000 422,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. 435,000 Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International the Company’s General Counsel (or, if any either of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). In addition to the foregoing, as an inducement to enter into this Agreement, on or about the date of execution of this Agreement, Employer shall pay Executive the “Completion Bonus” set forth in Section 4.3 of Executive’s prior Employment Agreement with Employer. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive during the Term an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each : Contract Year, as set forth below: First Year 1 $485,000 Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction Year 2 $485,000 plus an amount equal to the Base Salary percentage increase for the First Employer’s corporate merit pool for Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of Year 2 multiplied by $308,750 for the First Contract Year. 485,000 Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of ECC (as defined below“Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * 390,000 Second Contract Year: $ 350,000 401,700 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First 413,751 Fourth Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First : $ 426,164 Fifth Contract Year. : $ 438,948 Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, Officer and President — International – Publishing Division (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * 315,000 Second Contract Year: $ 350,000 325,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. 350,000 Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of ECC (as defined belowthe “Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the CompanyEmployer’s Chief Operating Officer/Chief Financial Officer and Chief Financial Officer, President — Publishing Division, and President — International General Counsel (or, if any either of those positions are is no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized base salary rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * $450,000 Second Contract Year: $ 350,000 Base Salary for First Contract Year, plus an amount equal to the average percentage merit increase, if any, for Employer’s corporate employees who do not have an employment agreement (the “Corporate Merit Increase”) for the Second Contract Year Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Second Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying plus the 5% reduction, Executive shall be paid a Base Salary of $308,750 Corporate Merit Increase for the First Third Contract Year. Year Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s President and Chief Operating Officer, the Company’s President – Publishing and Chief Strategy Officer and the Company’s Chief Financial Officer, President — Publishing Division, and President — International Officer (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive during the Term an annualized base salary of Four Hundred Fifty-Five Thousand Dollars ($455,000) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of Emmis Communications Corporation (as defined belowthe “Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary of Six Hundred Twenty Five Thousand Dollars ($625,000) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the . Executive’s Base Salary for shall be increased at the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination beginning of employment payments, CIC Agreement each Fiscal Year (as defined below) paymentsduring the Term by a percentage equal to the average percentage merit increase, if any, for Employer’s corporate employees who do not have an employment agreement, but in no event shall any such increase exceed two and one half percent (2.5%) shall be calculated without regard of Executive’s Base Salary in effect immediately prior to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Yearincrease. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the CompanyEmployer’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under EmployerECC’s xxxxxxx xxxxxxx policy or Securities Trading Policy and applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the CompanyEmployer’s Chief Operating Financial Officer and Chief Financial Officer, President — Publishing Division, and President — International General Counsel (or, if any either of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — – Publishing Division, and President — – International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary of Six Hundred Thousand Dollars ($600,000) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the . Executive’s Base Salary for shall be increased at the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination beginning of employment payments, CIC Agreement each Fiscal Year (as defined below) paymentsduring the Term by a percentage equal to the average percentage merit increase for Employer’s corporate employees who do not have an employment agreement, but in no event shall any such increase exceed two and one half percent (2.5%) shall be calculated without regard of Executive’s Base Salary in effect immediately prior to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Yearincrease. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under EmployerECC’s xxxxxxx xxxxxxx policy or Security Trading Policy and applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, General Counsel and President — International – Publishing Division (or, if any either of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized base salary rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * $435,000; provided that Executive re-affirms his consent to Employer paying him a base salary of ninety-five percent (95%) of the amount set forth above in calendar 2016 with the understanding that for all purposes other than bi-weekly salary payments under this Section 3, including but not limited to Annual Bonus, severance and other calculations in this Agreement based upon ‘Base Salary’, references to Base Salary during calendar 2016 shall be to the full amount set forth above Second Contract Year: $ 350,000 Base Salary for First Contract Year, plus an amount equal to the average percentage merit increase up to two and one half percent (2.5%), if any, for Employer’s corporate employees who do not have an employment agreement (the “Corporate Merit Increase”) for the Second Contract Year Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Second Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying plus the 5% reduction, Executive shall be paid a Base Salary of $308,750 Corporate Merit Increase for the First Third Contract Year. Year Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s President and Chief Operating Officer Officer, the Company’s General Counsel and the Company’s Chief Financial Officer, President — Publishing Division, and President — International Officer (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive during the Term an annualized base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of ECC (as defined below“Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * 540,000 Second Contract Year: $ 350,000 and Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. 556,200 Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial OfficerGeneral Counsel, Executive Vice President of Human Resources, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized base salary rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * $350,000 Second Contract Year: $ 350,000 $410,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction $410,000, plus an amount equal to the average percentage merit increase for Employer’s corporate employees who do not have an employment agreement (the “Corporate Merit Increase”) for the Third Contract Year Fourth Contract Year: Base Salary for the First Third Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying plus the 5% reduction, Executive shall be paid a Base Salary of $308,750 Corporate Merit Increase for the First Fourth Contract Year. Year Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s President and Chief Operating Officer Officer, the Company’s General Counsel and the Company’s President – Publishing and Chief Financial Officer, President — Publishing Division, and President — International Strategy Officer (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive during the Term an annualized base salary (the “Base Salary”)) of $446,500, payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law. Notwithstanding anything to the contrary contained herein, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for may be reduced, from time to time, by Employer without notice, provided that the First Contract Year; provided any other payments to be made to Executive that are calculated using annualized Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall cannot at any time be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of less than $308,750 for the First Contract Year423,000. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares shares of Class A Common Stock of Emmis Communications Corporation (as defined belowthe “Shares”); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or insider txxxxxx xxxxxx xr applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer and Chief Financial Officer, President — Publishing Division, and President — International (or, if any of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties)senior management level employees. During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive an annualized base salary of Six Hundred Thousand Dollars ($600,000) (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each Contract Year, as set forth below: First Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to the Base Salary for the First Contract Year; provided any other payments to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 for the First Contract Year. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the Company’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter market, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state law; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the Company’s Chief Operating Officer General Counsel and Chief Financial Officer, President — Publishing Division, and President — International Division (or, if any either of those positions are no longer comparable to Executive’s position, any other positions mutually agreed upon by the parties). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.

Base Salary; Auto Allowance. Upon the terms and subject to the conditions set forth in this Agreement, Employer shall pay or cause to be paid to Executive a base salary at an annualized base salary rate (the “Base Salary”), payable pursuant to Employer’s customary payroll practices and subject to applicable taxes and withholdings as required by law, for each the first Contract Year, as set forth below: First equal to Six Hundred Thirty-Seven Thousand Five Hundred Dollars ($637,500). Each Contract Year: $ 325,000 * Second Contract Year: $ 350,000 Third Contract Year: $ 375,000 * Executive agrees to accept a 5% reduction to Year thereafter, Executive’s Base Salary shall be the Base Salary for the First prior Contract Year; provided any other payments Year plus an amount, if any, equal to be made to Executive that are calculated using Base Salary (e.g., bonus calculations, termination of employment payments, CIC Agreement (as defined below) payments) shall be calculated without regard to such 5% reduction. For purposes of clarity only, after applying the 5% reduction, Executive shall be paid a Base Salary of $308,750 average percentage merit increase for the First Contract YearYear for Employer’s corporate employees who do not have an employment agreement, or plus such higher amount as may be determined by the Compensation Committee of ECC’s Board of Directors (the “Compensation Committee”) in its sole and absolute discretion. Except as otherwise set forth herein, Employer shall have no obligation to pay Executive the Base Salary for any periods during which Executive fails or refuses to render services pursuant to this Agreement (except that Executive shall not be considered to have failed or refused to render services during any periods of Executive’s incapacity or absence from work due to sickness or other approved leave of absence in accordance with the CompanyEmployer’s policies, subject to Employer’s right to terminate Executive’s employment pursuant to Section 11) or for any period following the expiration or termination of this Agreement. In addition, it is understood and agreed that Employer may, at its sole election, pay up to ten percent (10%) of Executive’s Base Salary in Shares (as defined below); provided that: (i) the Shares are registered with the U.S. Securities and Exchange Commission (the “SEC”) on a then-effective Form S-8 or other applicable registration statement and are issued without restriction on resale (and further provided that the Shares are listed on a securities exchange or over-the-counter marketexchange, which does not include listing on the “pink sheets,” at the time of issuance), subject to any restrictions on resale under Employer’s xxxxxxx xxxxxxx policy or applicable federal and state lawlaws; and (ii) the percentage of Executive’s Base Salary payable in Shares shall be consistent with, and the exact number of Shares to be awarded to Executive shall be determined in the same manner as, that utilized for the Key Executive Group. The term “Key Executive Group” refers to the CompanyEmployer’s Chief Operating Officer and Chief Financial Officer, President — Publishing Divisionthe Employer’s General Counsel, and the Employer’s President — International – Publishing and Chief Strategy Officer (or, if any of those positions no longer exist or are no longer comparable to Executive’s position, any other positions mutually agreed upon as reasonably determined by the partiesEmployer). During the Term, Executive shall receive a monthly auto allowance in the amount of One Thousand Dollars ($1,000) (subject to withholding and applicable taxes as required by law) consistent with Employer’s policy or practices regarding such allowances, as such policy or practices may be amended from time to time during the Term in Employer’s sole and absolute discretion; provided, however, that in no event shall the auto allowance amount paid to Executive pursuant to this provision be reduced.