iHeartMedia 2009 Annual Report Download - page 180
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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
j
oint 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:
2
Achieved EBITDA/Target EBITDA
(ex
p
ressed as a
p
ercenta
g
e) Performance Bonus
90% or less
$0
100%
$2,000,000
110%
$3,000,000
120% or more
$4,000,000