Exhibit
10.5


 


 





Radiant


Discretionary
Management Incentive Compensation Plan


 


INTRODUCTION


 


Radiant Logistics, Inc., a Delaware corporation
(hereinafter referred to as the “Corporation”), hereby establishes an incentive compensation plan to be known as the
“Radiant Discretionary Management Incentive Compensation Plan”
(hereinafter referred to as the “Plan”), as set forth in this document. The Plan permits the grant of incentive
payments to eligible employees of the Corporation and of certain of the Corporation’s Subsidiaries.


 


The Plan shall become effective on July
1, 2012 and provides for a pay system that supports the Corporation’s business strategy and emphasizes pay-for-performance
by tying reward opportunities to carefully determined and articulated performance goals at corporate, operating unit, business
unit and/or individual levels.


 


The incentive payments described herein
are discretionary in nature and may be reduced, at any time and in any amount, by the Board of Directors of the Corporation (in
the case of payments that otherwise would be made to the Corporation’s Chief Executive Officer) and by the Chief Executive
Officer of the Corporation (in the case of payments that otherwise would be made to any other Participant in the Plan).


 






    	 



    	 



    
 





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I


DEFINITIONS


 


For purposes of this Plan, the following
terms shall be defined as follows unless the context clearly indicates otherwise:


 


(a) “Board of Directors”
or “Board” shall mean the Board of Directors of the Corporation.


 


(b) “Cause” means
(i) with respect to an individual who is party to a written agreement with the Corporation or any Subsidiary that contains a definition
of “cause” or “for cause” or words of similar import for purposes of termination of service thereunder
by the Corporation or any Subsidiary, “cause” or “for cause” as defined in such agreement; (ii) in all
other cases (A) any violation of a law, rule or regulation other than minor traffic violations, including without limitation, any
violation of the Foreign Corrupt Practices Act; (B) a breach of fiduciary duty for personal profit; (C) fraud, dishonesty or other
acts of misconduct in the rendering of services on behalf of the Corporation (or any Subsidiary) or relating to the Employee’s
employment; (D) misconduct by the Employee that would cause the Corporation or any Subsidiary to violate any state or federal law
relating to sexual harassment or age, sex or other prohibited discrimination or any violation of written policy of the Corporation,
a Subsidiary or any successor entity adopted in respect to such law; (E) failure to follow the Corporation’s or any Subsidiary’s
work rules or the lawful instructions (written or otherwise) of the Board of Directors of the Corporation (or any Subsidiary) or
a responsible executive to whom the Employee directly or indirectly reports, provided compliance with such directive was reasonably
within the scope of the Employee’s duties and the Employee was given notice that his or her conduct could give rise to termination
and such conduct is not, or could not be cured, within ten (10) days thereafter; or (F) any violation of a confidentiality or non-competition
agreement or patent assignment agreement or any agreement relating to the Corporation’s or any Subsidiary’s protection
of intellectual property rights.


 


(c) “Code” shall mean
the Internal Revenue Code of 1986, as amended.


 


(d) “Committee” shall
mean the committee of one or more persons designated by the Board to serve as the Committee. The members of the Committee may,
but need not, be Employees of the Corporation or members of the Board.


 


(e) “Compensation” shall
mean a Participant’s base salary for a Plan Quarter with respect to which a Quarterly Incentive Award may become payable.


 






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(f) “Corporation” shall
mean Radiant Logistics, Inc., a Delaware corporation.


 


(g) “Employee” shall
mean, with respect to any Plan Quarter, an individual designated by the Committee as a common-law employee of the Corporation or
of any Subsidiary.


 


(h) “Executive” means
an employee of the Corporation or of any Subsidiary whose compensation is subject to the deduction limitations set forth under
Code Section 162(m).


 


(i) [Reserved]


 


(j) “Outside Director” shall
mean a director of the Corporation who satisfies the definition of (i) “outside director” as set forth in Section 162(m)
of the Code and the regulations promulgated thereunder and (ii) “independent director” as set forth in Section 803(A)
of the NYSE/AMEX Listing Standards.


 


(k) “Participant” shall
mean, with respect to any Plan Quarter, any Employee satisfying the participation provisions of Article III, hereof, for such Plan
Quarter.


 


(m) “Plan Quarter” shall mean
each consecutive three-month period (starting on July 1st, October 1st, January 1st and April
1st) ending in a Plan Year.


 


(n) “Plan Year” shall
mean each fiscal year of the Corporation ending on and after June 30, 2012 (a “Fiscal Year”); provided, however,
that, for all purposes of this Plan, a Fiscal Year during which this Plan is terminated (and each subsequent Fiscal Year) shall
not be considered to be a “Plan Year”.


 


(n) “Quarterly Incentive Award”
shall mean the bonus payable to Participants with respect to each Plan Quarter pursuant to the provisions of Article IV, hereof.


 


(o) “Subsidiary” shall
mean a corporation of which more than fifty percent (50%) of the aggregate of its outstanding voting securities are owned by the
Corporation and which has adopted this Plan with the consent of the Board.


 






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II


ADMINISTRATION


 


(a) Administration; Term of Office;
Appointment of Chairperson. The Plan shall be administered by the Committee. Each member of the Committee shall hold office
until the date that he or she resigns from the Committee or (if earlier) he or she is removed from membership on the Committee
by action of the Board (or, if the members of the Committee are designated by the Board by reference to title, the date such individual
ceases to serve in the position to which such title is assigned). In the event an individual for any reason ceases to be a member
of the Committee, the Board shall appoint another qualified individual to serve on the Committee (or, if the members of the Committee
are designated by title, the individual succeeding to such title shall automatically become a member of the Committee). The members
of the Committee shall choose from among themselves one such member to serve as Chairperson of the Committee.


 


(b) Quorum and Manner of Acting. Except
as hereinafter provided, a majority of the members of the entire Committee shall constitute a quorum for the transaction of business
and the vote of a majority of the Committee members present at the time of the vote shall be the act of the Committee. In
the absence of a quorum at any meeting of the Committee, a majority of the Committee members present thereat may adjourn such meeting
to another time and place. Notice of the time and place of any such adjourned meeting shall be given to the Committee members who
were not present at the time of the adjournment and, unless such time and place were announced at the meeting at which the adjournment
was taken, to the other Committee members. At any adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The Committee members shall act only as a Committee
and the individual Committee members shall have no power as such. In the event any Committee member is disqualified from acting
on a specific matter pursuant to Section 2(k) hereof, such individual shall not be taken into account in determining whether a
quorum of the Committee exists for taking action with respect to such matter.


 


(c) Action Without a Meeting. Any
action required or permitted to be taken by the Committee at a meeting may be taken without a meeting if all members of the Committee
consent in writing to the adoption of a resolution authorizing such action. The resolution and written consents thereto by
the members of the Committee shall be filed with the minutes of the proceedings of the Committee.


 






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(d) Organization. At each
meeting of the Committee, the Chairperson of the Committee, or in his or her absence or inability to act, another Committee member
chosen by a majority of the Committee members present, shall act as chairperson of the meeting and preside thereat. Any person
(who need not be a member of the Committee) appointed by the Chairperson of the Committee shall act as secretary of the meeting
and keep the minutes thereof.


 


(e) Disqualification. Each
member of the Committee shall be disqualified from acting as such with respect to all matters that concern such person individually
(but not with respect to matters affecting a group of persons of which such person is merely a member).


 


(f) Responsibilities of the Committee.
The Committee has all responsibilities for controlling and administering the Plan. Specifically, the Committee will have certain
specific powers, responsibilities, and duties, including, but not necessarily limited to, the following:


 


		(i)	To establish and enforce certain rules, regulations, and procedures as it deems necessary or proper for the efficient administration
of the Plan;



 


		(ii)	To interpret the Plan, with its interpretations made in good faith to be final and conclusive, and to decide all questions
concerning the Plan;



 


		(iii)	To determine the eligibility of any individual to participate in the Plan, and to require any person to furnish any information
as it may request to properly administer the Plan as a condition to that person receiving any benefit under the Plan;



 


		(iv)	To compute the amount of benefits that are payable to any Participant or beneficiary in accordance with the provisions of the
Plan, and to determine the person or persons to whom those benefits will be paid;



 


		(v)	To authorize the payment of benefits from the Plan;



 


		(vi)	To establish the performance targets, goals and weightings that must be satisfied in order for a Quarterly Incentive Award
to become payable hereunder; and



 


		(vii)	To revise or amend the Appendices to this Plan.



 






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III


ELIGIBILITY TO PARTICIPATE FOR A PLAN
YEAR


 


Each individual who
is an Employee of the Corporation, or of any Subsidiary, on a salaried basis and who is specifically appointed by
the Board (by name or by reference to title) to participate in this Plan for a Plan Year shall be eligible to participate in the
Plan for such Plan Year. No individual shall be entitled to participate in the Plan for any Plan Year solely because he or she
is classified as an Employee for such Plan Year.



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IV


QUARTERLY INCENTIVE AWARDS


 


(a) Declaration
of Quarterly Incentive Award. Subject to the provisions of Section 4(b) hereof, for each Plan Quarter with respect to which
the Committee determines that Quarterly Incentive Awards are intended to be paid, the Corporation shall pay to each Employee who
is a Participant for such Plan Quarter a Quarterly Incentive Award, if any, equal to his or her “Final Bonus” determined
pursuant to the provisions of Section 4(c) (subject to the provisions of Section 4(e)).


 


(b) Payments
of Quarterly Incentive Award. Payment of a Quarterly Incentive Award shall be made as follows: (i) for the first three Plan
Quarters of a Plan Year, on the first payroll date following the filing with the United States Securities and Exchange Commission
(the “SEC”) of the Corporation’s Form 10-Q for such Plan Quarter and (ii) for the last Plan Quarter (starting
on April 1st) of a Plan Year, on the first payroll date following the filing with the SEC of the Corporation’s
form 10-K for the related Plan Year. Notwithstanding any other provision of this Plan to the contrary, a Participant shall not
be entitled to receive a Quarterly Incentive Award under this Plan for a Plan Quarter if, prior to the payment of such Quarterly
Incentive Award he or she voluntarily terminates his or her employment with the Corporation or with any Subsidiary or his or her
employment with the Corporation or with any Subsidiary is terminated for Cause, regardless of when the events giving rise to such
termination occurred. In the case of a Participant who dies or whose employment with the Corporation and each Subsidiary is terminated
due to his or her becoming “totally and permanently disabled” (as defined under the Corporation’s long-term disability
program) during such Plan Quarter while actively employed by the Corporation or by any Subsidiary and prior to his or her engaging
in any action or inaction that would satisfy the definition of “Cause” under this Plan, he or she (or in the case of
his or her death, his or her spouse or, if he or she is not survived by his or her spouse, his or her estate) shall be entitled
to payment, at the time and in the manner set forth above, of the Quarterly Incentive Award that otherwise would be payable to
such Participant had he or she remained in the employ of the Corporation or with any Subsidiary through the end of the Plan Quarter
and attained the Target “Total Goal Achievement Percentage” (as such term is described below) for such Plan Quarter.
In the case of Participants who are Executives with respect to whom Section 162(m) of the Code will otherwise limit the deductibility
of compensation paid to them for a Plan Year, no payment will be made under this Plan for any Plan Quarter included in such Plan
Year until the Committee (composed solely of two or more Outside Directors) certifies that the applicable performance goals and
targets utilized hereunder have been satisfied for such Plan Quarter.


 






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(c) Determination
of Amount of Quarterly Incentive Award. Subject to the provisions of Section 4(b) hereof, the amount of a Quarterly Incentive
Award payable to a Participant with respect to a Plan Quarter shall be determined as follows:


 


I.Preliminary
Bonus 


 


		(i)	Prior to the beginning of a Plan Year including a Plan Quarter with respect to which Quarterly
Incentive Awards are expected to be paid, the Committee shall determine the target percentage of each Participant’s Compensation
that initially is determined to be paid as Quarterly Incentive Awards for such Plan Year. Such percentage of Compensation is hereinafter
referred to as the “Initial Target Bonus.” The Initial Target Bonus of each Participant (or of each class of Participant)
is set forth in Table 1 of Appendix I to this Plan.



 


		(ii)	Also prior to the beginning of each Plan Quarter, the Committee (composed of “independent
directors” as such term is defined in Section 803(A) of the NYSE/AMEX Listing Standards) or, in the case of Participants
who are not “officers” of the Corporation (within the meaning of the NYSE/AMEX Listing Standards), the CEO in conjunction
with his management team, shall determine the goals, targets and weightings to which each Participant (or class of Participants)
is subject, in part, to determine his bonus. Such goals, targets and weightings will be communicated to each Participant.



 


		(iii)	At the end of each Plan Quarter the Committee shall determine the extent to which the targets related
to each Participant’s goals have been satisfied for such Plan Quarter. This amount, expressed as a percentage of each Target,
is called the individual “Goal Achievement Rating.” The individual Goal Achievement Rating is then multiplied by the
related weighting assigned to it at the beginning of the Plan Quarter to determine the individual “Goal Achievement Percentage.”
The Goal Achievement Percentages for all of the Goals will be summed to determine the “Total Goal Achievement Percentage”
for the Participant. If the Total Goal Achievement Percentage is 50% or lower, his or her Total Goal Achievement Percentage will
be deemed to be 0%.



 






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		(iv)	Each Participant’s Initial Target Bonus is then multiplied by his or her Total Goal Achievement
Percentage to determine his or her “Preliminary Bonus.”



 


		(v)	The Preliminary Bonuses of each of the Participants are then summed up to determine the “Aggregate
Preliminary Bonuses.” Each Participant’s Preliminary Bonus will then be divided by the amount of the Aggregate Preliminary
Bonuses to determine each such Participant’s “Preliminary Bonus Percentage.”



 


II.Quarterly
Bonus Pool and Final Bonus


 


 


		(i)	Prior to the beginning of each Plan Year, the Quarterly Bonus Pools for the various categories
of Participants will be established by the Committee and set forth in Table 2 of Appendix I to this Plan.



 


		(ii)	Each Participant’s “Final Bonus” for a Plan Quarter is then determined by multiplying
the amount held in the Quarterly Bonus Pool to which the Participant is assigned in Table 2 of Appendix I to this Plan by each
such Participant’s Preliminary Bonus Percentage.



 


(d) Performance
Measures. With respect to those Plan Years beginning with the Plan Year in which the deduction limitations set forth under
Code Section 162(m) will otherwise limit the aggregate Quarterly Incentive Awards granted hereunder (or any other compensation)
to any Executive for such Plan Year, the declaration of Quarterly Incentive Awards and the factors set forth in the tables contained
in Appendix I hereto shall be determined in advance of such Plan Year by Outside Directors to the extent they apply to Executives.
Furthermore, the Goals to be used for purposes of grants to Executives shall be as follows, unless and until the Committee proposes
for stockholder vote a change in such general Goals:


 


		(i)	Total stockholder return (measured as the sum of the Corporation’s common stock (the “Common
Stock”) appreciation and dividends declared).



 


		(ii)	Return on invested capital in relation to target objectives.



 






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		(iii)	Share earnings/earnings growth in relation to target objectives.



 


		(iv)	Cash flow/cash flow growth in relation to target objectives.



 


		(v)	Cost of services to consumers in relation to target objectives.



 


In the event that applicable tax and/or
securities laws change to permit Committee discretion to alter the governing performance measures without obtaining stockholder
approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval.


 


(e) Manner of Payment
of Final Bonus. Each Participant’s Final Bonus for a Plan Quarter will be paid to him in the manner set forth in Table
3 of Appendix I to this Plan. To the extent part of a Participant’s Final Bonus is to be paid in the form of options to purchase
shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), the number of shares
of Common Stock subject to such options shall be determined by dividing the amount of his Final Bonus to be paid in stock options
by the fair market value of one share of Common Stock determined as of the date the stock options are granted. Such number of shares
subject to the stock options shall be increased, if applicable, by multiplying the number of shares of Common Stock that otherwise
would be subject to acquisition under the stock options by the appropriate “Option Multiplier” set forth in Table 3
of Appendix I to this Plan. The stock options shall be granted under the Radiant Logistics, Inc. 2005 Stock Incentive Plan and/or
under the Radiant Logistics, Inc. 2012 Stock Option and Performance Award Plan (the “Stock Plans”) sponsored by the
Corporation and the determination of the fair market value of the Corporation’s Common Stock (as of the date of grant of
the stock options) shall be made pursuant to the applicable provisions set forth in the appropriate Stock Plan or Plans.


 


(f) Discretionary
Nature of Payments. Notwithstanding any other provision of this Plan to the contrary, the amount of a Participant’s Quarterly
Incentive Award may be reduced in any amount and at any time (including a complete reduction to $0.00) by action of the Board (in
the case of Quarterly Incentive Award payments that otherwise would have been made to the Corporation’s Chief Executive Officer)
and by action of the Chief Executive Officer (in the case of Quarterly Incentive Award payments that otherwise would have been
made to any other Participant).


 


(g) Clawback of
Payments. Notwithstanding any provision of this Plan to the contrary, each Participant’s benefits paid hereunder may
be subject to recoupment by the Corporation to the extent required under the applicable requirements of Section 304 of the Sarbanes-Oxley
Act of 2002 and/or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each as in effect from
time to time, and any applicable rules and regulations with respect thereto that are promulgated thereunder by the SEC and the
exchange(s) and/or other trading facility(ies) on which any class of securities of the Corporation is traded. To the extent these
recoupment rules apply to any Participant, but without in any way limiting the generality of the foregoing, the Participant’s
Quarterly Incentive Awards shall be subject to recoupment under the Corporation’s clawback policy, as in effect from time
to time (the “Clawback Policy”), to the extent provided therein. The Corporation intends, but the Corporation
does not and cannot guarantee, that to the extent any payment under this Plan qualifies as non-qualified deferred compensation
(as defined under Section 409A of the Code and the regulations promulgated thereunder) any recoupment required under this Section
4(g) shall either be exempt from Section 409A of the Code or comply with the applicable requirements of Section 409A of the Code
regarding the prohibited acceleration of payments of deferred compensation.


 






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V


MISCELLANEOUS PROVISIONS


 


(a) Assignment or Transfer. No right
to any accrued but unpaid Quarterly Incentive Award shall be sold, assigned, redeemed, pledged, transferred or otherwise encumbered
by a Participant except by will or the laws of descent and distribution.


 


(b) Withholding Taxes. The Corporation
(or the appropriate Subsidiary) shall have the right to deduct from all payments hereunder any federal, state, local or foreign
taxes required by law to be withheld with respect to such payments.


 


(c) Costs and Expenses. The costs
and expenses of administering the Plan shall be borne by the Corporation and shall not be charged against any award nor to any
employee receiving a Quarterly Incentive Award.


 


(d) Funding of Plan. The Plan shall
be unfunded. Neither the Corporation nor any Subsidiary shall be required to segregate any of its assets to assure the payment
of any Quarterly Incentive Award under the Plan. Neither the Participants nor any other persons shall have any interest in any
fund or in any specific asset or assets of the Corporation or any other entity by reason of any accrued but unpaid Quarterly Incentive
Award. The interests of each Participant hereunder are unsecured and shall be subject to the general creditors of the Corporation
and the appropriate Subsidiary.


 


(e) Other Incentive Plans. The adoption
of the Plan does not preclude the adoption by appropriate means of any other incentive plan for employees of the Corporation or
any Subsidiary.


 


(f) Severability. In case any provision
of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan,
but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been
inserted herein.


 


(g) Payments Due Missing Persons.
The Corporation shall make a reasonable effort to locate all persons entitled to benefits under the Plan; however, notwithstanding
any provisions of this Plan to the contrary, if, after a period of one (1) year from the date such benefits shall be due, any such
persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes
operative, the Corporation shall send a certified letter to all such persons at their last known addresses advising them that their
rights under the Plan shall be suspended. Subject to all applicable state laws, any such suspended amounts shall be held by the
Corporation for a period of one (1) additional year and thereafter such amounts shall be forfeited and thereafter remain the property
of the Corporation or the appropriate Subsidiary.


 






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(h) Liability and Indemnification.
(i) Neither the Corporation nor any Subsidiary shall be responsible in any way for any action or omission of the Committee, or
any other fiduciaries in the performance of their duties and obligations as set forth in this Plan. Furthermore, neither the Corporation
nor any Subsidiary shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice
of their counsel, provided that the Corporation and/or the appropriate Subsidiary relied in good faith upon the action of such
agent or the advice of such counsel.


 


(ii) Neither the Corporation, any Subsidiary,
the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any
liability or responsibility with respect to this Plan, except as expressly provided herein.


 


(i) Incapacity. If the Committee
shall receive evidence satisfactory to it that a person entitled to receive payment of any Quarterly Incentive Award is, at the
time when such benefit becomes payable, physically or mentally incompetent to receive such Award and to give a valid release thereof,
and that another person or an institution is then maintaining or has custody of such person and that no guardian, committee or
other representative of the estate of such person shall have been duly appointed, the Committee may make payment of such Quarterly
Incentive Award otherwise payable to such person to such other person or institution and the release by such other person or institution
shall be a valid and complete discharge for the payment of such Quarterly Incentive Award.


 


(j) Cooperation of Parties. All parties
to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents
and papers which are necessary or desirable for carrying out this Plan or any of its provisions.


 


(k) Nonguarantee of Employment. Nothing
contained in this Plan shall be construed as a contract of employment between the Corporation (or any Subsidiary), and any employee
or Participant, as a right of any employee or Participant to be continued in the employ of the Corporation (or of any Subsidiary),
or as a limitation on the right of the Corporation or any Subsidiary to discharge any of its employees, at any time, with or without
cause (subject to the terms of any applicable employment agreement).


 


(l) Notices. Each notice relating
to this Plan shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address.
All notices to the Corporation or the Committee shall be addressed to it at 405 114th Avenue SE, Bellevue, WA 98004,
Attn: General Counsel. All notices to Participants, former Participants, beneficiaries or other persons acting for or on behalf
of such persons shall be addressed to such person at the last address for such person maintained in the Committee’s records.


 






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(m) Governing Law. All questions
pertaining to the validity, construction and administration of the Plan shall be determined in accordance with the laws of the
State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a
claim related to this Plan, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach
of the terms of this Plan, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth
below:


 


(i) THE SOLE AND EXCLUSIVE METHOD TO
RESOLVE ANY CLAIM IS ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate
or prosecute any lawsuit in any way related to any Claim covered by the terms of this Plan.


 


(ii) The arbitration shall be binding and
conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes
or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant
to this Plan will lie in Seattle, Washington. The arbitrator will be selected by mutual agreement of the parties or, if the parties
cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The parties to the
arbitration shall each pay an equal amount of the arbitrator’s fees and arbitration costs (recognizing that each side bears
the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if
the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written
opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The
award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.


 


(n) Section 409A of the Code.


 


(i) This Plan and is intended to comply
with the requirements of Section 409A of the Code (“Section 409A”). Payments of Non-Qualified Deferred Compensation
(as such term is defined under Section 409A and the regulations promulgated thereunder) may only be made under this Plan upon an
event and in a manner permitted by Section 409A. Any amounts payable solely on account of an involuntary separation from service
of the Participant within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary
separation pay or as short-term deferral amounts, to the maximum possible extent. For purposes of Section 409A, the right to a
series of installment payments under this Plan shall be treated as a right to a series of separate payments.


 



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(ii) To the extent required by Section 409A,
and notwithstanding any other provision of this Plan to the contrary, no payment of Non-Qualified Deferred Compensation will be
provided to, or with respect to, the Participant on account of his separation from service until the first to occur of (i) the
date of the Participant’s death or (ii) the date which is one day after the six (6) month anniversary of his or her separation
from service, but in either case only if he or she is a “specified employee” (as defined under Section 409A(a)(2)(B)(i)
of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed
pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first
to occur of the two dates specified in such immediately preceding sentence.


 


(iii) Any payment of Non-Qualified Deferred
Compensation made pursuant to a voluntary or involuntary termination of the Participant’s employment with the Corporation
shall be withheld until the Participant incurs both (i) a termination of his or her employment relationship with the Corporation
and (ii) a “separation from service” with the Corporation, as such term is defined in Treas. Reg. Section 1.409A-1(h).


 


(iv)
If a Participant is permitted to elect to defer a Plan payment, such election shall be made in accordance with the requirements
of Code Section 409A. Each initial deferral election (an “Initial Deferral Election”) must be received by the
Committee prior to the following dates or will have no effect whatsoever:


 


(a)   Except
as otherwise provided below, the December 31st immediately preceding the year in which the compensation is earned;


 


(b)   With
respect to any long-term incentive pay that qualifies as “performance-based compensation” within the meaning of Code
Section 409A, by the date six (6) months prior to the end of the performance measurement period applicable to such incentive
pay provided such additional requirements set forth in Code Section 409A are met;


 


(c)   With
respect to “fiscal year compensation” as defined under Code Section 409A, by the last day of the Company's fiscal
year immediately preceding the year in which the fiscal year compensation is earned; or


 






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(d)   With
respect to mid-year awards or other legally binding rights to a payment of compensation in a subsequent year that is subject to
a forfeiture condition requiring the Participant’s continued service for a period of at least twelve (12) months, on
or before the thirtieth (30th) day following the grant of such award, provided that the election is made at least twelve
(12) months in advance of the earliest date at which the forfeiture condition could lapse.


 


The
Committee may, in its sole discretion, permit Participants to submit additional deferral elections in order to delay, but not to
accelerate, a payment, or to change the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”),
if, and only if, the following conditions are satisfied: (i) the Subsequent Deferral Election must not take effect until 12 months
after the date on which it is made, (ii) in the case of a payment other than a payment attributable to the Participant's death,
disability or an unforeseeable emergency (all within the meaning of Section 409A of the Code) the Subsequent Deferral Election
further defers the payment for a period of not less than five years from the date such payment would otherwise have been made and
(iii) the Subsequent Deferral Election is received by the Committee at least 12 months prior to the date the payment
would otherwise have been made. In addition, Participants may be further permitted to revise the form of payment they have elected,
or the number of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election.


 


(v) The preceding provisions of this Section
V(n) shall not be construed as a guarantee by the Corporation or by any Subsidiary of any particular tax effect to the Participant
under this Plan. Neither the Corporation nor any Subsidiary shall be liable to the Participant for any additional tax, penalty
or interest imposed under Section 409A nor for reporting in good faith any payment made under this Plan as an amount includible
in gross income under Section 409A.


 


(o) Certain Rules of Construction.


 


(i) The headings
and subheadings set forth in this Plan are inserted for the convenience of reference only and are to be ignored in any construction
of the terms set forth herein.


 


(ii) Wherever
applicable, the neuter, feminine or masculine pronoun as used herein shall also include the masculine or feminine, as the case
may be.


 






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(iii) The words
“hereof,” “herein,” “hereunder” and similar words refer to this Plan as a whole and not to
any particular provision of this Plan; and any subsection, Section, Schedule, Appendix or Exhibit references are to this Plan unless
otherwise specified.


 


(iv) The term
“including” is not limiting and means “including without limitation.”


 


(v) References
in this Plan to any statute or statutory provisions include a reference to such statute or statutory provisions as from time to
time amended, modified, reenacted, extended, consolidated or replaced (whether before or after the date of this Plan) and to any
subordinate legislation made from time to time under such stature or statutory provision.


 


(vi) References
to this Plan or to any other document include a reference to this Plan to such other document as varied, amended, modified, novated
or supplemented from time to time.


 


(vii) References
to “writing” or “written” include any non-transient means of representing or copying words legibly, including
by facsimile or electronic mail.


 


(viii) References
to “$” are to United States Dollars.


 


(ix) References
to “%” are to percent.


 






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VI


AMENDMENT OR TERMINATION OF PLAN


 


Subject to the requirements
of Section 409A of the Code, the Board of Directors of the Corporation shall have the right to amend, suspend or terminate the
Plan at any time and in any manner. In the event the Plan is terminated during a Plan Quarter, no Quarterly Incentive Award shall
be payable hereunder for such Plan Quarter nor for any subsequent period of time. Notwithstanding any other provision of this Plan
to the contrary, the Committee shall have the authority to amend or revise, prior to the Plan Years to which such amendments or
revisions apply, any and all of the provisions and factors set forth in the Appendices to this Plan.






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APPENDIX I


 


QUARTERLY INCENTIVE AWARDS


 


Table 1


 


	Class
    of Employee	Initial
    Target Bonus (As a % of Compensation)
	Chief Executive Officer	50%
	Leadership
Team1	35%
	Station Managers	35%
	Other Managers / Supervisors	25%
	Other Participants	15%


 


____________________________


1Composed
as of May 11, 2012 of Dan Stegemoller, Todd Macomber, Mark Spizak, John Klesch, Noel Howard, Michael von Loesch and Alesia Pinney.


 






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Table 2


 


	Class
    of Employee	Quarterly
        Bonus Pool

         

	Chief Executive Officer and Leadership Team	5%
of the Corporation’s consolidated EBITDA2 for the current Plan Quarter.
	Station Managers, Other Managers / Supervisors and Other Participants	10% of the Station’s EBITDA net of corporate fees for the current Plan Quarter.


 





 


Table 3


 


	Class
    of Employee	Cash
    Percentage of Final Bonus	Stock
        Option Percentage of Final Bonus

         
	Option
    Multiplier
	Chief Executive Officer	75%	25%	1.75
	Leadership Team	75%	25%	1.50
	Station Managers	75%	25%	1.25
	Other Managers / Supervisors	75%	25%	1.0
	Other Participants	100%	N/A	N/A



 


__________________________


2 “EBITDA” shall mean
the Corporation’s consolidated earnings before interest, taxes, depreciation and amortization. 


 






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    Management Incentive Compensation Plan







 





_____________________


 


Effective As Of July 1, 2012