iHeartMedia 2002 Annual Report Download - page 156

August 1, 2000, through and including December 31, 2000. The Company agrees to
pay the Executive an annual base salary of $475,000.00 per year for the 2001
calendar year. On each of the dates of January 1, 2002, January 1, 2003, January
1, 2004, and January 1, 2005, the annual base salary then in effect will be
increased by an amount equal to the percentage increase in the Consumer Price
Index during the immediately preceding 12 months. All payments of base salary
will be made in installments according to the Company’s regular payroll
practice, prorated monthly or weekly where appropriate, and subject to any
increases that are determined to be appropriate by the Board or its Compensation
Committee.
(b) SIGNING BONUS. The Company agreed to pay a signing bonus to the
Executive in connection with the Executive’s term of employment hereunder, and
the Executive and the Company acknowledge that such signing bonus has been paid
in full to the Executive.
(c) ANNUAL BONUS. The Company will pay the Executive an annual bonus
for each year of employment under this Agreement. The amount of annual bonus for
any partial year of this Agreement, if any, will be prorated monthly as
appropriate. The amount of annual bonus for the 2000 fiscal year will be
determined based upon the performance of the Executive, which will be assessed
in the sole discretion of the Chief Operating Officer and/or the Compensation
Committee of the Board. The amount of annual bonus for the 2001 fiscal year and
thereafter will depend on the percentage of increase in EBITDA (earnings before
interest, taxes, depreciation, and amortization, as determined in accordance
with generally accepted accounting principles by the firm of independently
certified public accountants regularly engaged by the Company to prepare its
financial statements and audit reports) for the Entertainment Businesses in the
fiscal year being assessed compared to EBITDA for the immediately preceding
fiscal year, and will be paid in accordance with the Summary of Proposed Terms
attached as "Exhibit A" to this Agreement. If, during the Executive’s term of
employment under this Agreement, the Company acquires or disposes of any
entities or businesses involving assets of the Entertainment Businesses, the
EBITDA figure that is used to determine the annual bonus will be adjusted to
account for the acquisition or disposition of such assets in accordance with
generally accepted accounting principles and/or other accounting policies and
practices followed by the Company on a consistent basis. The Company will pay
the annual bonus, if any, as soon as practicable following delivery of the
Company’s financial statements for the year for which the bonus pertains, but in
no event later than 60 days following the end of such period.
(d) STOCK OPTIONS. The Executive has been granted and/or will be
granted certain non-qualified options to purchase shares of common stock on the
terms and conditions set forth in the applicable stock option plan under which
they have been and/or will be issued and in accordance with the Summary of
Proposed Terms attached as "Exhibit B" to this Agreement.
(e) VACATION. The Executive will be entitled to 4 weeks of paid
vacation for each calendar year of employment, beginning January 1, 2001,
prorated monthly or weekly where appropriate. Accrued, unused vacation may not
be carried forward to the next year. Attendance by the Executive at trade shows,
industry related conferences and other organizational programs or events shall
not be considered vacation from employment.
(f) EMPLOYMENT BENEFIT PLANS. The Executive will be entitled to
participate in all pension, profit sharing, and other retirement plans, all
incentive compensation plans, and all
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