February 13, 1998
Xx. Xxxxxxxx X. Xxxxx
Xxxxx Broadcasting Corporation
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Re: INCENTIVE FEE PLAN
Dear Xx. Xxxxx:
This letter agreement will confirm our understanding that, upon the
closing of any sale of Xxxxx Broadcasting Corporation (the "Company"), the
Company shall pay an incentive fee in accordance with the schedule set forth
below. Such an incentive fee shall be payable to and allocated among those
employees of the Company as you may determine in your sole discretion.
AGGREGATE CONSIDERATION INCENTIVE FEE
Up to $110,000,000 $0
$110,000,000 - $115,000,000 $350,000
$115,000,000 or Higher $500,000
For purposes hereof, the term Aggregate Consideration shall mean the
total amount of cash paid to the holders of the debt and equity securities of
the Company (including, without limitation, amounts paid or payable pursuant
to covenants not to compete) before deduction for transaction related fees
and expenses, including, without limitation, any fees payable to Xxxxxx
Xxxxxxx & Co. Incorporated or hereunder. Aggregate Consideration shall also
include the value of any long-term liabilities and accrued interest thereon
of the Company (including the principal amount of any indebtedness for
borrowed money) repaid or assumed in connection with or in
anticipation of the sale of the Company (without duplication of the amounts
in the preceding sentence).
Very truly yours,
XXXXX BROADCASTING CORPORATION
By: /s/ Xxxxx X. Xxxx
-------------------------
Xxxxx X. Xxxx
Treasurer and Assistant Secretary
Accepted and agreed to this
13th day of February, 1998.
/s/ Xxxxxxxx X. Xxxxx
----------------------------
Xxxxxxxx X. Xxxxx
