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charitable boards or committees or on the Board of Directors of Live Nation Inc. and itscommittees (it being expressly understood and agreed thatExecutive’s continuing to serve on any such boards and/or committees on which Executive is serving,or with which Executive is otherwise associated, as of the Effective Date shall be deemed not tointerfere with the performance by Executive of his duties and responsibilities under thisAgreement), and (iii) deliver lectures or fulfill speaking engagements. During the EmploymentPeriod, for so long as Executive remains Vice-Chairman of the Company, Executive shall also serveas a member of the Board of the Company.4. Place of Performance. The principal place of employment of Executive shall be at theCompany’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 payExecutive a base salary at a rate of not less than $500,000 for calendar year 2009 and,thereafter, not less than $1,000,000 per year (“Base Salary”). Notwithstanding the foregoing,upon ceasing to act as Chief Financial Officer, Executive’s Base Salary shall be reducedautomatically to the rate of $500,000 per year. Executive’s Base Salary shall be paid inapproximately equal installments in accordance with the Company’s customary payroll practices.The Compensation Committee of the Board of Holdings (the “Compensation Committee”) shall reviewExecutive’s Base Salary for increase (but not decrease) no less frequently than annually andconsistent with the executive compensation practices and guidelines of the Company andHoldings. If Executive’s Base Salary is increased by the Company, such increased Base Salaryshall then constitute the Base Salary for all purposes of this Agreement. In addition to BaseSalary, Executive shall be eligible to receive an annual bonus (the “Performance Bonus”), whichshall be solely at the discretion of the Board of Holdings (and which may be zero). ThePerformance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 ofthe year following the year for which the Performance Bonus was earned.     (b) Expenses and Perquisites. The Company shall promptly reimburse Executive for allreasonable business expenses upon the presentation of reasonably itemized statements of suchexpenses, in accordance with the Company’s policies and procedures now in force or as suchpolicies and procedures may be modified generally with respect to senior executive officers ofthe Company. In addition, during the Employment Period, Executive shall be entitled to, at thesole expense of the Company: (i) the use of an automobile appropriate to his position and no less qualitative thanthe automobile provided to him immediately prior to the date of this Agreement; and  (ii) use of a Company-provided aircraft for personal travel, in accordance withCompany policy as in effect on November 16, 2006 (the “Aircraft Benefit”), with such usageconsistent with past practice.
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     (c) Vacation. Executive shall be entitled to the number of weeks of paid vacation per yearthat he was eligible for immediately prior to the date of this Agreement, but in no event less thanfour (4) weeks annually provided that, upon ceasing to act as Chief Financial Officer vacationshall be taken at the Executive’s discretion. Vacation shall otherwise be governed by the policiesof the Company, as in effect from time to time. In addition to vacation, Executive shall beentitled to the number of sick days and personal days per year that other senior executive officersof the Company with similar tenure are entitled to under the Company’s policies.     (d) Services Furnished. During the Employment Period, the Company shall furnish Executivewith office space, stenographic and secretarial assistance and such other facilities and servicesno less favorable than what he was receiving immediately prior to the date of this Agreement or, ifbetter, as provided to other senior executive officers of the Company (other than the ChairmanEmeritus).     (e) Welfare, Pension and Incentive Benefit Plans. During the Employment Period, subject tothe terms of the applicable plan documents and generally applicable Company policies, Executive(and his spouse and dependents to the extent provided therein) shall be entitled to participate inand be covered under all the welfare benefit plans or programs maintained by the Company from timeto time for the benefit of its senior executives (other than benefits maintained exclusively forthe Chairman Emeritus), including, without limitation, all medical, hospitalization, dental,disability, accidental death and dismemberment and travel accident insurance plans and programs.During the Employment Period, the Company shall provide to Executive (and his spouse and dependentsto the extent provided under the applicable plans or programs) the same type and substantiallyequivalent levels of participation and employee benefits (other than severance pay plans and,except with the express consent of the Board of Holdings, incentive bonus programs other than asexplicitly set forth in Section 5(a) hereof) as are being provided to other senior executives (andtheir spouses and dependents to the extent provided under the applicable plans or programs) on theEffective Date, subject to modifications affecting all senior executive officers.     (f) Amendments to Equity Incentive Awards.     (i) On the Effective Date, the parties shall execute such agreements and amendments tothe Executive’s equity incentive awards and other documents as are necessary to provide thatupon Executive’s cessation of service as the Company’s Chief Financial Officer, with respect tothe stock options granted by Holdings to Executive on July 29, 2008 under the 2008 ExecutiveIncentive Plan (the “2008 Stock Options”), two-thirds of the Tranche 1 Options and all of theTranche 2 Options and Tranche 3 Options (as such terms are defined in the stock optionagreement (“Stock Option Agreement”) shall be automatically terminated and of no further forceand effect.     (ii) The parties shall execute such agreements and amendments to the Executive’sequity incentive awards and other documents as are necessary to provide that on and after theEffective Date, notwithstanding any other agreement to the contrary, neither Executive nor anyfamily limited partnership or other estate planning vehicle established by Executive shall havethe right to require Holdings (or any other person, including any Investor (as defined in the2008 Executive Incentive Plan) to purchase any common stock or make payment in
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exchange for the cancellation of any stock option at any time or for specified consideration,provided that any shares of common stock of the Company held by Executive shall be free ofrestrictions on transfer, except those restrictions imposed by law or Holdings Insider TradingPolicy, dated July 30, 2008, as amended from time to time.     (iii) The parties shall execute such agreements and amendments to the Executive’sequity incentive awards and other documents as are necessary to provide that as of theEffective Date: (1) all of Executive’s stock options in Company not forfeited pursuant toparagraph 5(f)(i), will vest immediately and remain exercisable through their original termnotwithstanding any agreement that would limit the period of exercisability on account oftermination of employment (but otherwise subject to earlier termination in accordance with theterms of Section 7 of the plan and Section 4 of the option agreement); (2) subject to theapproval by the Clear Channel Outdoor, Inc. (“CCO”) Board (or any Compensation Committee towhom such authority has been delegated) and the provisions of any governing documents, all ofExecutive’s stock Options in CCO will vest immediately and remain exercisable through theiroriginal term notwithstanding any agreement that would limit the period of exercisability onaccount of termination of employment, (3) if Executive is terminated pursuant to paragraphs6(a), 6(b), (d) and/or 6 (e) of this Agreement, Executive’s unvested Restricted Stock in theCompany will immediately vest and shall be free of restrictions; and (4) subject to theapproval by the CCO Board (or any Compensation Committee to whom such authority has beendelegated) and the provisions of any governing documents, all of Executive’s unvestedRestricted Stock in CCO will immediately vest and be free of restrictions, except thoserestrictions imposed by law or the CCO Insider Trading Policy, as amended from time to time.     6. Termination. Executive’s employment hereunder may be terminated during the Employment Periodunder the following circumstances:     (a) Death. Executive’s employment hereunder shall terminate upon his death.     (b) Disability. If, as a result of Executive’s incapacity due to physical or mentalillness, Executive shall have been substantially unable to perform his duties hereundernotwithstanding the provision of reasonable accommodation for a period of six (6) consecutivemonths, and within thirty (30) days after written Notice of Termination is given after such six (6)month period Executive shall not have returned to the substantial performance of his duties on afull-time basis, the Company shall have the right to terminate Executive’s employment hereunder for“Disability”, and such termination in and of itself shall not be, nor shall it be deemed to be, abreach of this Agreement.     (c) Cause. The Company shall have the right to terminate Executive’s employment for Causeby providing Executive with a written Notice of Termination, and such termination in and of itselfshall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of thisAgreement, “Cause” shall mean:     (i) Executive’s conviction of, or a plea of *nolo contendre*to, a crime constituting afelony under the laws of the United States or any state thereof that causes material anddemonstrable injury, monetarily or otherwise, to the Company; or
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     (ii) Executive’s committing or engaging in any act of fraud, embezzlement, ortheft against the Company or its Affiliates that causes material and demonstrableinjury, monetarily or otherwise to the Company; or     (iii) Executive’s breach of any provision of Section 11 hereof that causesmaterial and demonstrable injury, monetarily or otherwise, to the Company.Whether “Cause” exists shall be determined by at least a majority of the members of the Board ofthe Company at a meeting of the Board called and held for such purpose, provided that at least amajority of the members of the Board of Holdings has determined prior to such meeting that Causeexists.     (d) Good Reason. Executive may terminate his employment for “Good Reason” by providing theCompany with a written Notice of Termination within six (6) months of the event giving rise to“Good Reason”. The following events, without the written consent of Executive, shall constitute“Good Reason”:     (i) Reduction in Executive’s Base Salary, other than any isolated,insubstantial and inadvertent failure by the Company that is not in bad faith and is cured withinten (10) business days after Executive gives the Company notice of such event;     (ii) Failure by theCompany to provide the Aircraft Benefit or any material breach of its obligations to provide suchBenefit, which is other than insubstantial, inadvertent, not in bad faith and is not repeated; or     (iii) Transfer of Executive’s primary workplace outside the city limits of San Antonio, Texas; or     (iv) If Mark P. Mays is no longer Chief Executive Officer of the Company.Executive expresslyacknowledges and agrees that the Company’s provision of notice of non-renewal of the Agreementpursuant to Section 2 hereof, alone or in combination with the transition of Executive’s duties toanother employee during the notice period, shall not constitute Good Reason.Executive expressly waives any rights he might otherwise have, under the Existing Agreementor otherwise, to resign for Good Reason or otherwise receive any compensation in the nature ofseverance or separation pay or benefits as a result of the transaction contemplated by theMerger Agreement (the “Transaction”).
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     (e) Without Cause. The Company shall have the right to terminate Executive’semployment hereunder without Cause by providing Executive with a Notice of Termination at leastthirty (30) days prior to such termination, and such termination shall not in and of itself be,nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuantto this Section 6(e), the Board of the Company may elect to waive the period of notice, or anyportion thereof, and, if the Board so elects, the Company will pay Executive his Base Salaryfor the initial thirty (30) days of the notice period or for any lesser remaining portion ofsuch period, payable in accordance with the regular payroll practices of the Company.     (f) Without Good Reason. Executive shall have the right to terminate his employmenthereunder without Good Reason by providing the Company with a Notice of Termination at leastthirty (30) days prior to such termination, and such termination shall not in and of itself be,nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuantto this Section 6(f), the Board of the Company may elect to waive the period of notice, or anyportion thereof, and, if the Board so elects, the Company will pay Executive his Base Salaryfor the initial thirty (30) days of the notice period or for any lesser remaining portion ofsuch period, payable in accordance with the regular payroll practices of the Company.     7. Termination Procedure.     (a) Notice of Termination. Any termination of Executive’s employment by the Company orby Executive during the Employment Period (other than termination pursuant to Section 6(a))shall be communicated by written Notice of Termination to the other party hereto in accordancewith Section 15. For purposes of this Agreement, a “Notice of Termination” shall mean a noticewhich indicates the specific termination provision in this Agreement relied upon, and setsforth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated.     (b) Date of Termination. “Date of Termination” shall mean (i) if Executive’semployment is terminated by his death, the date of death, (ii) if Executive’s employment isterminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (providedthat Executive shall not have returned to the substantial performance of his duties on afull-time basis during such thirty (30) day period), and (iii) if Executive’s employment isterminated for any other reason, the date on which a Notice of Termination is given or anylater date set forth in such Notice of Termination.     8. Compensation Upon Termination or During Disability. In the event Executive is disabledor his employment terminates during the Employment Period, the Company shall provide Executive withthe payments and benefits set forth below; provided, however, that any obligation of the Company toExecutive under Section 8(a), other than for Final Compensation, is expressly conditioned uponExecutive signing and returning to the Company a timely and effective release of claims in the formattached hereto as Exhibit F (by the deadline specified therein (any such release submitted by suchdeadline, the “Executive Release of Claims”)) and delivering it to the Company within thirty (30)days of the date of his separation from service. Following the Company’s receipt of a timely andeffective Release of Claims, the Company and Holdings shall execute a release of claims in favor ofExecutive in the form attached hereto as
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Exhibit G (the “Company Release of Claims”). The Executive Release of Claims required forseparation benefits in accordance with Section 8(a) creates legally binding obligations on the partof Executive, and the Company and its Affiliates therefore advise Executive and his beneficiary orlegal representative, as applicable, to seek the advice of an attorney before signing it.     (a) Termination By the Company Without Cause or By Executive for Good Reason. IfExecutive’s employment is terminated by the Company without Cause or by Executive for Good Reason: (i) The Company shall pay to Executive his Base Salary, which for purposes of this Section8(a) shall never be less than $1,000,000, and unused vacation pay accrued or prorated through theDate of Termination (together, the “Final Compensation”) and shall reimburse Executive pursuant toSection 5(b) for reasonable business expenses incurred but not paid prior to such termination ofemployment. The Final Compensation shall be paid in a lump sum as soon as practicable following theDate of Termination, but in no event later than two and a half months following the end of thetaxable year including the Date of Termination.  (ii) The Company shall continue (1) to pay to Executive his Base Salary, as defined by Section8(a)(i), for the remainder of the initial Employment Period, and (2) maintain in full force andeffect, for the continued benefit of the Executive and his eligible dependents, for the remainderof the initial Employment Period the medical and hospitalization insurance programs in which theExecutive and his dependents were participating immediately prior to the Date of Termination, atthe level in effect and upon substantially the same terms and conditions (including withoutlimitation contributions required by Executive for such benefits) as existed immediately prior tothe Date of Termination; provided, that if Executive or his dependents cannot continue toparticipate in the Company plans and programs providing these benefits, the Company shall arrangeto provide Executive and his dependents with the economic equivalent of such benefits which theyotherwise would have been entitled to receive under such plans and programs (the “ContinuedBenefits”), provided, that such Continued Benefits shall terminate on the date or dates Executivereceives equivalent coverage and benefits, without waiting period or pre-existing conditionlimitations, under the plans and programs of a subsequent employer. Notwithstanding anything to thecontrary in this Section 8(a)(ii), the aggregate value (as the same would be determined underSection 280G of the Code) of the Continued Benefits shall in no event exceed Fifty Thousand Dollars($50,000) (the “Aggregate Cap”); accordingly, the Company’s obligation to provide the ContinuedBenefits shall cease once such value of the Continued Benefits that have been provided to theExecutive and/or his dependents reaches the Aggregate Cap, even if such date occurs prior to theend of the initial Employment Period.
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 (iii) The Executive shall be entitled to continued use of any available Company-providedaircraft for personal travel in accordance with Section 5(b)(ii) (the usage of whichshall not be unreasonably withheld) through the end of the initial Employment Period.     (b) Termination By the Company for Cause or By Executive Without Good Reason. If Executive’semployment is terminated by the Company for Cause or by Executive other than for Good Reason, theCompany shall pay Executive the Final Compensation at the time and in the manner set forth inSection 8(a)(i) hereof. The Company shall have no further obligation to Executive upon suchtermination under this Agreement.     (c) Disability. During any period that Executive fails to perform his duties hereunder asa result of incapacity due to physical or mental illness (“Disability Period”), Executive shallcontinue to receive his full Base Salary set forth in Section 5(a) until his employment isterminated pursuant to Section 6(b), and the Company may, in its discretion, designate anotherindividual to act in Executive’s place, and such designation shall not constitute Good Reason. Inthe event Executive’s employment is terminated for Disability pursuant to Section 6(b), the Companyshall pay to Executive the Final Compensation at the time and in the manner set forth in Section8(a)(i) hereof. The Company shall have no further obligation to Executive upon such terminationunder this Agreement.     (d) Death. If Executive’s employment is terminated by his death, the Company shall pay theFinal Compensation to Executive’s beneficiary, legal representatives or estate, as the case may be,at the time and in the manner set forth in Section 8(a)(i) hereof. The Company shall have nofurther obligation to Executive upon such termination under the Agreement.     (e) Timing of Payments/Separation from Service. If at the time of Executive’s separationfrom service, Executive is a “specified employee,” as hereinafter defined, any and all amountspayable under this Section 8 in connection with such separation from service that constitutedeferred compensation subject to Section 409A of Code (“Section 409A”), as determined by theCompany in its reasonable discretion, and that would (but for this sentence) be payable within sixmonths following such separation from service, shall instead be paid on the date that follows thedate of such separation from service by six (6) months. For purposes of the preceding sentence,“separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i)of Section 409A and the term “specified employee” shall mean an individual determined by theCompany to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A.     9. Gross-Up Payment. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shallbe determined that any payment, award, benefit or distribution (or any acceleration ofany payment, award, benefit or
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  distribution) to or for the benefit of Executive provided under this Agreement (the “Payments”)would be subject to a twenty percent addition to taxation under Section 409A (“409A Tax”) orany interest or penalties are incurred by Executive with respect to such tax, then the Companyshall pay to Executive an additional payment (a “Gross-Up Payment”) in an amount such thatafter payment by Executive of all 409A Taxes imposed upon the Gross-Up Payment, Executiveretains an amount of the Gross-Up Payment equal to the sum of (x) the 409A Taxes, interest, andpenalties imposed upon the Payments and (y) the product of any deductions disallowed because ofthe inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the highestapplicable marginal rate of income taxation for the calendar year in which the Gross-Up Paymentis to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shallbe deemed to (A) pay federal income taxesat the highest marginal rates of federal income taxes at the highest marginal rate of taxationfor the calendar year in which the Gross-Up Payment is to be made, (B) pay applicable state andlocal income taxes at the highest marginal rate of taxation for the calendar year in which theGross-Up Payment is to be made, net of the maximum reduction in federal income taxes whichcould be obtained from deduction of such state and local taxes and (C) have otherwise allowabledeductions for federal income tax purposes at least equal to those which could be disallowedbecause of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income. (ii) Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined that any payment, award, benefit or distribution (or any acceleration of any payment,award, benefit or distribution) to or for the benefit of Executive (the “Payments”) as a result ofthe transactions consummated on July 30, 2008, pursuant to which MergerSub merged with and into theCompany (the “Transaction”), would be subject to the excise tax imposed by Section 4999 of theInternal Revenue Code (the “Code”), or any interest or penalties are incurred by Executive withrespect to such excise tax (such excise tax, together with any such interest and penalties, arehereinafter collectively referred to as the “Excise Tax”), then the Company shall pay to Executivean additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive ofall taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amountof the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)the product of any deductions disallowed because of the inclusion of the Gross-Up Payment inExecutive’s adjusted gross income and the highest applicable marginal rate of federal incometaxation for the calendar year in which the Gross-Up Payment is to be made. For purposes ofdetermining the amount of the Gross-Up Payment, Executive shall
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   be deemed to (A) pay federal income taxes at the highest marginal rates of federal income taxesat the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment isto be made, (B) pay applicable state and local income taxes at the highest marginal rate oftaxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximumreduction in federal income taxes which could be obtained from deduction of such state andlocal taxes and (C) have otherwise allowable deductions for federal income tax purposes atleast equal to those which could be disallowed because of the inclusion of the Gross-Up Paymentin Executive’s adjusted gross income.  (iii) Subject to the provisions of Section 9(i) and 9(ii), as applicable, all determinationsrequired to be made under this Section 9, including whether and when a Gross-Up Payment isrequired, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving atsuch determinations, shall be made by a nationally recognized public accounting firm that isselected by the Company (the “Accounting Firm”) which shall provide detailed supportingcalculations both to the Company and Executive within fifteen (15) business days of the receipt ofnotice from the Company or Executive that there has been a Payment, or such earlier time as isrequested by the Company or Executive (collectively, the “Determination”). All fees and expenses ofthe Accounting Firm shall be borne solely by the Company, and the Company shall enter into anyreasonable agreement requested by the Accounting Firm in connection with the performance of theservices hereunder. The Gross-Up Payment under this Section 9 with respect to any Payments made toExecutive shall be made to the relevant tax authorities no later than the date on which the 409ATax or Excise Tax on such Payments is due to the relevant tax authorities. If the Accounting Firmdetermines that no 409ATax or Excise Tax is payable by Executive, it shall furnish Executive with a written opinionto such effect, and to the effect that failure to report the 409A Tax or Excise Tax, if any,on Executive’s applicable federal income tax return should not result in the imposition of anegligence or similar penalty.  (iv) As a result of the uncertainty in the application of Section 4999 of the Code at the time ofthe Determination, it is possible that Gross-Up Payments which will not have been made by theCompany should have been made (“Underpayment”) or Gross-Up Payments are made by the Company whichshould not have been made (“Overpayment”), consistent with the calculations required to be madehereunder. In the event that Executive thereafter is required to make payment of any Excise Tax oradditional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that hasoccurred and any such Underpayment (together with interest at the rate provided in Section1274(b)(2)(B) of the Code)
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   shall be promptly paid by the Company to or for the benefit of Executive. Inthe event the amount of the Gross-Up Payment exceeds the amount necessary toreimburse Executive for his Excise Tax, the Accounting Firm shall determine theamount of the Overpayment that has been made and any such Overpayment (togetherwith interest at the rate provided in Section 1274(b)(2) of the Code) shall bepromptly paid by Executive (to the extent he has received a refund if theapplicable Excise Tax has been paid to the Internal Revenue Service) to or forthe benefit of the Company. Executive shall cooperate, to the extent hisexpenses are reimbursed by the Company, with any reasonable requests by theCompany in connection with any contest or disputes with the Internal RevenueService in connection with the Excise Tax.  (v) Executive expressly acknowledges and agrees that the Gross-UpPayment in Paragraph 9(ii) is limited exclusively to Excise Taxthat may come due in connection with Payments to or for thebenefit of Executive as a result of the Transaction, and thatExecutive will not be entitled to any Gross-Up Payments as aresult of any change of control that may occur following theEffective Date.     10. Mitigation. Executive shall not be required to mitigate amounts payable under thisAgreement by seeking other employment or otherwise, and there shall be no offset against amountsdue Executive under this Agreement on account of subsequent employment except as specificallyprovided herein. Additionally, amounts owed to Executive under this Agreement shall not be offsetby any claims the Company may have against Executive, and the Company’s obligation to make thepayments provided for in this Agreement and otherwise to perform its obligations hereunder shallnot be affected by any other circumstances, including, without limitation, any counterclaim,recoupment, defense or other right which the Company may have against Executive or others.     11. Restrictive Covenants.     (a) Confidential Information. (i) Executive acknowledges that the Company and its Affiliatescontinually develop Confidential Information, that Executive hasdeveloped and will develop Confidential Information for theCompany or its Affiliates, and that Executive has learned andwill learn of Confidential Information during the course of hisemployment. Executive will comply with the policies andprocedures of the Company and its Affiliates for protectingConfidential Information. Executive shall hold in a fiduciarycapacity for the benefit of the Company all trade secrets andConfidential Information, knowledge or data relating to theCompany, its Affiliates and their businesses and investments,which shall have been obtained by Executive during Executive’semployment by the Company and which is not generally available
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   public knowledge (other than by acts of Executive in violation of thisAgreement or by any other person having an obligation of confidentiality to theCompany or any of its Affiliates). Except as may be required or appropriate inconnection with carrying out his duties under this Agreement, Executive shallnot, without the prior written consent of the Company or as may otherwise berequired by law or any legal process, or as is necessary in connection with anyadversarial proceeding against the Company (in which case Executive shall usehis reasonable best efforts in cooperating with the Company in obtaining aprotective order against disclosure by a court of competent jurisdiction), use,communicate or divulge any such trade secrets, Confidential Information,knowledge or data to anyone other than the Company and those designated by theCompany or on behalf of the Company in the furtherance of its business.Executive understands that this restriction shall continue to apply after hisemployment terminates, regardless of the reason for such termination.    For purposes of this Agreement, “Confidential Information” shall mean anyand all information of the Company and its Affiliates that is not generallyknown by those with whom the Company or any of its Affiliates competes ordoes business, or with whom the Company or any of its Affiliates plans tocompete or do business, and any and all information, publicly known inwhole or in part or not, which, if disclosed by the Company or any of itsAffiliates, would assist in competition against them. ConfidentialInformation includes without limitation such information relating to (i)the development, research, testing, manufacturing, marketing and financialactivities of the Company and its Affiliates, (ii) the costs, sources ofsupply, financial performance and strategic plans of the Company and itsAffiliates, (iii) the identity and special needs of the customers of theCompany and its Affiliates and (iv) the people and organizations with whomthe Company and its Affiliates have business relationships and the natureand substance of those relationships. Confidential Information alsoincludes any information that the Company or any of its Affiliates hasreceived, or may receive hereafter, belonging to customers or others withany understanding, express or implied, that the information would not bedisclosed to others.    For purposes of this Agreement, “Affiliates” shall mean all persons andentities directly or indirectly controlling, controlled by or under commoncontrol with the Company, where control may be by management authority,contract or equity interest. For the avoidance of doubt, Affiliatesincludes Holdings.  (ii) All documents, records, tapes and other media of every kind anddescription relating to the business, present or otherwise, ofthe Company or its Affiliates, and any copies, in whole or inpart,
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   thereof (the “Documents”), whether or not prepared by Executive, shall bethe sole and exclusive property of the Company and its Affiliates.Executive shall safeguard all Documents and shall surrender to the Companyat the time his employment terminates, or at such earlier time or times asthe Board of the Company or Holdings or its designee may specify, allDocuments then in Executive’s possession or control.     (b) Restricted Activities. Executive hereby agrees that some restrictions on hisactivities during and after his employment are necessary to protect the goodwill, tradesecrets, Confidential Information and other legitimate interests of the Company and itsAffiliates. In consideration of Executive’s employment hereunder, and the Company’s agreementto grant Executive access to trade secrets and other Confidential Information of the Companyand its Affiliates and to their customers, and in view of the confidential position to be heldby Executive hereunder, Executive agrees as follows: (i) Non-Solicitation. During the Employment Period and during the twoyear period immediately following termination of the EmploymentPeriod (the “Restricted Period”), Executive shall not, directlyor indirectly: (A) hire, solicit for hiring or assist in any wayin the hiring of any employee or independent contractor of theCompany or any of its Affiliates, or induce or otherwise attemptto influence any employee or independent contractor to terminateor diminish such employment or contractor relationship or tobecome employed by any other radio broadcasting station or anyother entity engaged in the radio business, the televisionbusiness or in any other business in which the Company or any ofits Affiliates is engaged (which, for the avoidance of doubt,includes without limitation the business of providing clientswith advertising opportunities through billboards, streetfurniture displays, transit displays and other out-of-homeadvertising displays, such as wallscapes, spectaculars and malldisplays (the “Outdoor Business”)), or (B) solicit or encourageany customer of the Company or any of its Affiliates to terminateor diminish its relationship with them, or seek to persuade anysuch customer or prospective customer to conduct with anyone elseany business or activity which such customer or prospectivecustomer conducts or could conduct with the Company or any of itsAffiliates. For purposes of this Agreement, an “employee” of theCompany or any of its Affiliates is any person who was such atany time within the preceding two years; a “customer” of theCompany or any of its Affiliates is any person or entity who isor has been a customer at any time within the preceding twoyears; and a “prospective customer” is any person or entity whosebusiness has been solicited on behalf of the Company or any ofits Affiliates at any time within the preceding two years, otherthan by form letter, blanket mailing or published advertisement.Notwithstanding this provision, during the Restricted Period,Executive will not be prohibited from hiring or soliciting hiscurrent assistant to work for him following his termination ofemployment with the Company.
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 (ii) Non-Competition. For the six months following his termination ofemployment with the Company, Executive shall not, directly orindirectly, whether as owner, partner, investor, consultant, agent,employee, co-venturer or otherwise, compete with the Company or anyof its Affiliates within the United States or anywhere else in theworld where the Company or any of its Affiliates does business, orundertake any planning for any business competitive with the Companyor any of its Affiliates. Specifically, but without limiting theforegoing, Executive agrees not to engage in any manner in anyactivity that is directly or indirectly competitive or potentiallycompetitive with the business of the Company or any of its Affiliatesas conducted or under consideration at any time during Executive’semployment, and Executive further agrees not to work for or provideservices to, in any capacity, whether as an employee, independentcontractor or otherwise, whether with or without compensation, anyperson or entity that is engaged in any business that is competitivewith the business of the Company or any of its Affiliates for whichthe Executive has provided services, as conducted or in planningduring his employment. For the purposes of this Section 11, thebusiness of the Company and its Affiliates shall include the radioand television businesses, the Outdoor Business and any otherbusiness that was conducted or in planning during the Executive’semployment. The foregoing, however, shall not prevent Executive’sdirect or beneficial ownership of up to five percent (5%) of the debtor equity securities of any entity, whether or not in the same orcompeting business.     (c) Assignment of Rights to Intellectual Property. (i) Executive shall promptly and fully disclose all IntellectualProperty to the Company. Executive hereby assigns and agrees toassign to the Company (or as otherwise directed by the Company)Executive’s full right, title and interest in and to allIntellectual Property. Executive agrees to execute any and allapplications for domestic and foreign patents, copyrights orother proprietary rights and to do such other acts (includingwithout limitation the execution and delivery of instruments offurther assurance or confirmation) requested by the Company toassign the Intellectual Property to the Company and to permit theCompany to enforce any patents, copyrights or other proprietaryrights to the Intellectual Property. Executive will not chargethe Company for time spent in complying with these obligations.All copyrightable works that Executive creates shall beconsidered “work made for hire” and shall, upon creation, beowned exclusively by the Company.
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 (ii) For purposes of this Agreement, “Intellectual Property” meansinventions, discoveries, developments, methods, processes,compositions, works, concepts and ideas (whether or not patentable orcopyrightable or constituting trade secrets) conceived, made,created, developed or reduced to practice by Executive (whether aloneor with others, whether or not during normal business hours or on oroff Company premises) during Executive’s employment that relate toeither the Products or any prospective activity of the Company or anyof its Affiliates or that make use of Confidential Information or anyof the equipment or facilities of the Company or any of itsAffiliates; and “Products” means all products planned, researched,developed, tested, manufactured, sold, licensed, leased or otherwisedistributed or put into use by the Company or any of its Affiliates,together with all services provided or planned by the Company or anyof its Affiliates, during Executive’s employment.     (d) Conflict of Interest. Executive agrees that, during his employment with theCompany, he will not undertake any outside activity, whether or not competitive with thebusiness of the Company or its Affiliates, that could reasonably give rise to a conflict ofinterest with the Company or any of its Affiliates.     (e) Modification of Covenants. The parties hereby acknowledge that therestrictions in this Section 11 have been specifically negotiated and agreed to by the partieshereto, and are limited only to those restrictions necessary to protect the Company and itsAffiliates from unfair competition. Executive acknowledges that he has carefully read andconsidered all the terms and conditions of thisAgreement, including the restrictions in Section 11 hereof, and agrees withoutreservation that each of the restraints contained herein is necessary for the reasonable andproper protection of the goodwill, trade secrets, Confidential Information and otherlegitimate interests of the Company and its Affiliates; and that each and every one of thoserestraints is reasonable in respect to subject matter, length of time and geographic area.Executive acknowledges that the Company operates in major, medium and small-sized marketsthroughout the United States and many foreign countries, that the effect of Section 11(b) maybe to prevent him from working in a competitive business after his termination of employmenthereunder, and that these restraints, individually or in the aggregate, will not prevent himfrom obtaining other suitable employment during the period in which he is bound by suchrestraints. The parties hereby agree that if the scope or enforceability of any provision,paragraph or subparagraph of this Section 11 is in any way disputed at any time, and should acourt find that such restrictions are overly broad, the court shall modify and enforce thecovenant to permit its enforcement to the maximum extent permitted by law. Each provision,paragraph and subparagraph of this Section 11 is separable from every other provision,paragraph, and subparagraph, and constitutes a separate and distinct covenant.     (f) Remedies. Executive hereby expressly acknowledges that any breach orthreatened breach by Executive of any of the terms set forth in Section 11 of this Agreementwould result in significant, irreparable and continuing injury to the Company, the monetaryvalue of which would be difficult to establish or measure. Therefore,
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Executive agrees that, in addition to any other remedies available to it, the Company shall beentitled to preliminary and permanent injunctive relief in a court of appropriate jurisdictionagainst any breach or threatened breach, without having to post bond, as well as the recoveryof all reasonable attorney’s fees expended in enforcing its rights hereunder, if the Companyis the prevailing party.     12. Indemnification.     (a) General. The Company agrees that if Executive is made a party or isthreatened to be made a party to any action, suit or proceeding, whether civil, criminal,administrative or investigative (a “Proceeding”), by reason of the fact that Executive is orwas a trustee, director or officer of the Company, Holdings, or any subsidiary thereof, or isor was serving at the request of the Company or any subsidiary as a trustee, director,officer, member, employee or agent of another corporation or a partnership, joint venture,trust or other enterprise, including, without limitation, service with respect to employeebenefit plans, whether or not the basis of such Proceeding is alleged action in an officialcapacity as a trustee, director, officer, member, employee or agent while serving as atrustee, director, officer, member, employee or agent, Executive shall be indemnified and heldharmless by the Company to the fullest extent authorized by Texas law, as the same exists ormay hereafter be amended, against all Expenses incurred or suffered by Executive in connectiontherewith, and, notwithstanding any provision in this Agreement to the contrary, suchindemnification shall continue as to Executive even if Executive has ceased to be an officer,director, trustee or agent, or is no longer employed by the Company, and shall inure to thebenefit of his heirs, executors and administrators.     (b) Expenses. As used in this Agreement, the term “Expenses” shall include,without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes,settlements, costs, attorneys’ fees, accountants’ fees, and disbursements and costs ofattachment or similar bonds, investigations, and any expenses of establishing a right toindemnification under this Agreement.     (c) Enforcement. If a valid claim or request under this Agreement is not paid bythe Company or on its behalf within thirty (30) days after a written claim or request has beenreceived by the Company, Executive may at any time thereafter bring suit against the Companyto recover the unpaid amount of the claim or request and, if successful in whole or in part,Executive shall be further entitled to be paid the expenses of prosecuting such suit. Allobligations for indemnification hereunder shall be subject to, and paid in accordance with,applicable Texas law.     (d) Partial Indemnification. If Executive is entitled under any provision of thisAgreement to indemnification by the Company for some or a portion of any Expenses, but not,however, for the total amount thereof, the Company shall nevertheless indemnify Executive forthe portion of such Expenses to which Executive is entitled.     (e) Advances of Expenses. Expenses incurred by Executive in connection with anyProceeding shall be paid by the Company in advance upon request of Executive that the Companypay such Expenses; but, only in the event that Executive shall have delivered in writing tothe Company (i) an undertaking to reimburse the Company for Expenses with respect to whichExecutive is not entitled to indemnification and (ii) an affirmation of his good faith beliefthat the standard of conduct necessary for indemnification by the Company has been met.
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     (f) Notice of Claim. Executive shall give to the Company notice of any claim madeagainst him for which indemnification will or could be sought under this Agreement. Inaddition, Executive shall give the Company such information and cooperation as it mayreasonably require and as shall be within Executive’s power and at such times and places asare mutually convenient for Executive and the Company.     (g) Defense of Claim. With respect to any Proceeding as to which Executivenotifies the Company of the commencement thereof: (i) The Company will be entitled to participate therein at its own expense; and  (ii) Except as otherwise provided below, to the extent that it maywish, the Company will be entitled to assume the defensethereof, with counsel reasonably satisfactory to Executive,which in the Company’s sole discretion may be regular counsel tothe Company and may be counsel to other officers and directorsof the Company or any subsidiary. Executive shall also have theright to employ his own counsel in such action, suit orproceeding if he reasonably concludes that failure to do sowould involve a conflict of interest between the Company andExecutive, and, under such circumstances, the fees and expensesof such counsel shall be at the expense of the Company.  (iii) The Company shall not be liable to indemnify Executive underthis Agreement for any amounts paid in settlement of any actionor claim effected without its written consent. The Companyshall not settle any action or claim in any manner which wouldimpose any penalty or limitation on Executive withoutExecutive’s written consent. Neither the Company nor Executivewill unreasonably withhold or delay their consent to anyproposed settlement.     (h) Non-exclusivity. The right to indemnification and the payment of expensesincurred in defending a Proceeding in advance of its final disposition conferred in thisSection 12 shall not be exclusive of any other right which Executive may have or hereafter mayacquire under any statute, provision of the declaration of trust or certificate ofincorporation or by-laws of the Company, Holdings or any subsidiary, agreement, vote ofshareholders or disinterested directors or trustees or otherwise.     13. Arbitration. Except as provided for in Section 11 of this Agreement, if anycontest or dispute arises between the parties with respect to this Agreement, such contest ordispute shall be submitted to binding arbitration for resolution in San Antonio, Texas inaccordance with the rules and procedures of the Employment Dispute Resolution Rules of the AmericanArbitration Association then in effect. The decision of the appointed arbitrator shall be final andbinding on both parties, and any court of competent jurisdiction may enter judgment upon the award.The losing party shall pay all expenses relating to such arbitration, including, but not limitedto, the prevailing party’s legal fees and expenses.
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     14. Successors; Binding Agreement.     (a) Company’s Successors. No rights or obligations of the Company under thisAgreement may be assigned or transferred, except that the Company will require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to expressly assume and agreeto perform this Agreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. As used in this Agreement,“Company” shall mean the Company as hereinabove defined and any successor to its businessand/or assets (by merger, purchase or otherwise) which executes and delivers the agreementprovided for in this Section 14 or which otherwise becomes bound by all the terms andprovisions of this Agreement by operation of law.     (b) Executive’s Successors. No rights or obligations of Executive under thisAgreement may be assigned or transferred by Executive other than his right to payments orbenefits hereunder, which may be transferred only by will or the laws of descent anddistribution. Upon Executive’s death, this Agreement and all rights of Executive hereundershall inure to the benefit of and be enforceable by Executive’s beneficiary or beneficiaries,personal or legal representatives, or estate, to the extent any such person succeeds toExecutive’s interests under this Agreement. Executive shall be entitled to select and change abeneficiary or beneficiaries to receive any benefit or compensation payable hereunderfollowing Executive’s death by giving the Company written notice thereof. In the event ofExecutive’s death or a judicial determination of his incompetence, reference in this Agreementto Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate orother legal representative(s). If Executive should die following his Date of Termination whileany amounts would still be payable to him hereunder if he had continued to live, all suchamounts unless otherwise provided herein shall be paid in accordance with the terms of thisAgreement to such person or persons so designated in writing by Executive, or otherwise to hislegal representatives or estate.     15. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when delivered either personally or by United States certified or registered mail,return receipt requested, postage prepaid, addressed as follows:If to Executive:Randall T. Mays