iHeartMedia 2004 Annual Report Download - page 133

Employment Period, Executive shall also serve as a director of the Company. If
L. Lowry Mays ceases to serve as Chairman of the Board at any time during the
Employment Period by reason of his death or incapacity, it is the intention of
the Board, that either Mark Mays or Randall Mays shall be appointed as the
Chairman of the Board, subject only to its fiduciary duties to the Company and
its stockholders and applicable law, shall take all action necessary to carry
out such intention.
4. Place of Performance. The principal place of employment of
Executive shall be at the Company’s principal executive offices in San Antonio,
Texas.
5. Compensation and Related Matters.
(a) Base Salary and Bonus. During the Employment Period, the
Company shall pay Executive a base salary at the rate of not less than $350,000
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 (the "Committee") shall review
Executive’s Base Salary for increase (but not decrease) no less frequently than
annually and consistent with the compensation practices and guidelines of the
Company. 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 paid an annual bonus
(the "Bonus") as provided for under the annual incentive plan maintained by the
Company and/or as the Committee so determines.
(b) Expenses. The Company shall promptly reimburse Executive
for all reasonable business expenses upon the presentation of reasonably
itemized statements of such expenses in accordance with the Company’s policies
and procedures now in force or as such policies and procedures may be modified
with respect to all senior executive officers of the Company. In addition,
during the Employment Period, Executive shall be entitled to, at the sole
expense of the Company, the use of an automobile appropriate to his position and
no less favorable than the automobile provided immediately prior to the date of
this Agreement.
(c) Vacation. Executive shall be entitled to the number of
weeks of paid vacation per year that he was eligible for immediately prior to
the date of this Agreement, but in no event less than four (4) weeks annually.
Unused vacation may be carried forward from year to year. In addition to
vacation, Executive shall be entitled to the number of sick days and personal
days per year that other senior executive officers of the Company with similar
tenor are entitled under the Company’s policies.
(d) Services Furnished. During the Employment Period, the
Company shall furnish Executive, with office space, stenographic and secretarial
assistance and such other facilities and services no less favorable than those
that he was receiving immediately prior to the date of this Agreement or, if
better, as provided to other senior executive officers of the Company (other
than the Chairman).
(e) Welfare, Pension and Incentive Benefit Plans. During the
Employment Period, Executive (and his spouse and dependents to the extent
provided therein) shall be entitled
2