exv10w2






Exhibit 10.2




CLEAR CHANNEL COMMUNICATIONS, INC.

200 East Basse Road

San Antonio, TX 78209




January 20, 2009




Mr. Randall T. Mays

200 East Basse Road

San Antonio, TX 78209




Re:      Amendment to Amended and Restated Employment Agreement




Dear Mr. Mays:



This letter memorializes the terms of the agreement (“Amendment”) we have reached to amend the
terms of your Amended and Restated Employment Agreement (“Employment Agreement”) with Clear Channel
Communications, Inc. (the “Company”), as successor to BT Triple Crown Merger Co., Inc. and CC Media
Holdings, Inc. (“Holdings”), effective July 28, 2008. The parties have agreed as follows:



1. Section 5(a) of the Employment Agreement is hereby amended to read in its entirety as follows:





(a) Base Salary and Bonus. During the Employment Period, the Company shall
pay Executive 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”). Executive’s Base
Salary shall be paid in approximately equal installments in accordance with the
Company’s customary payroll practices. The Compensation Committee of the Board of
Holdings (the “Compensation Committee”) shall review Executive’s Base Salary for
increase (but not decrease) no less frequently than annually and consistent with the
executive compensation practices and guidelines of the Company and Holdings. If
Executive’s Base Salary is increased by the Company, such increased Base Salary shall
then constitute the Base Salary for all purposes of this Agreement. In addition to
Base Salary, Executive shall be eligible to receive an annual bonus (the “Performance
Bonus”). Unless the Board of Holdings and Executive mutually agree otherwise, the
amount of the Performance Bonus for each year during the Employment Period subsequent
to 2008 shall be calculated in accordance with the schedule set forth below.



 









 






The Target EBITDA for 2009 and thereafter shall be determined by the Compensation
Committee in consultation with management of the Company.




The Target EBITDA for a particular year shall be determined for each year within
thirty (30) days following approval of the Company’s budget for such year by the Board
of Holdings.




EBITDA, for all purposes of this Agreement, shall be defined as, and shall use the
same calculations and methodologies used for determining Consolidated EBITDA as
defined by the Credit Agreement among Clear Channel Capital I, LLC, as successor to BT
Triple Crown Merger Co., Inc., and Clear Channel Communications, Inc., the Subsidiary
Co-Borrowers (as defined by the Credit Agreement), the Foreign Subsidiary Revolving
Borrowers (as defined by the Credit Agreement), from time to time a party thereto,
Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each
lender from time to time party thereto dated May 13, 2008 (the “Credit Agreement”), as
amended from time to time, except that for purposes of this Amendment, unless
otherwise approved by the Compensation Committee and the Board of Holdings, Achieved
EBITDA will (i) exclude EBITDA generated from joint venture entities formed after the
date hereof to the extent not included in the calculation of Target EBITDA and (ii)
include EBITDA that is excluded from Consolidated EBITDA by reason of being generated
from discontinued operations. Achieved EBITDA will also be adjusted to take into
account any acquisitions or divestitures made during the applicable year, such that
Target EBITDA and Achieved EBITDA include the same businesses, assets or operations
for the same period, as reasonably determined by the Compensation Committee and the
Board of Holdings. The parties intend that Achieved EBITDA be calculated for a
particular year in a manner consistent with the assumptions used to develop Target
EBITDA for such year and with the full benefit of strategic and operational
improvements above and beyond the plan used in developing Target EBITDA, as determined
by the Compensation Committee in its reasonable discretion.




At the end of each year, the EBITDA attained shall be calculated by the Chief
Accounting Officer of the Company (the “Achieved EBITDA”), subject to the approval of
the Compensation Committee.




The Performance Bonus for any year in the Employment Period subsequent to 2008 shall
be paid in accordance with the following schedule:



	 	 	 
	Achieved EBITDA/Target EBITDA	 	 
	(expressed as a percentage)	 	Performance Bonus
	90% or less
	 	$0
	100%
	 	$2,000,000
	110%
	 	$3,000,000
	120% or more
	 	$4,000,000






2









 







If the Achieved EBITDA is between 90% and 100% of Target EBITDA, the Performance Bonus
shall be an amount between $0 and $2,000,000, pro rata based on the percent of Target
EBITDA actually achieved. If the Achieved EBITDA is between 100% and 110% of Target
EBITDA, the Performance Bonus shall be an amount between $2,000,000 and $3,000,000,
pro rata based on the percent of Target EBITDA actually achieved. If the Achieved
EBITDA is between 110% and 120% of Target EBITDA, the Performance Bonus shall be an
amount between $3,000,000 and $4,000,000, pro rata based on the percent of Target
EBITDA actually achieved.




The Performance Bonus, if any, shall be payable in a single lump sum between January 1
and March 15 of the year following the year for which the Performance Bonus was
earned.



     2. Section 6(c)(ii) of the Employment Agreement is hereby amended by inserting the phrase
“dated as of July 29, 2008 by and among Mergersub, Holdings, Executive and other stockholders of
Holdings after the phrase “as defined in the Stockholders Agreement”.



     3. Section 8(a)(i) and 8(a)(ii) of the Employment Agreement are hereby amended by inserting
the phrase “as defined by Section 5(a) as modified in accordance with the terms of the Amendment to
the Employment Agreement except that Base Salary for purposes of this section shall never be less
than $1,000,000” after “Base Salary” in each place where the term “Base Salary” appears.



     4, All provisions of the Employment Agreement, other than Section 5(a), 6(c)(ii), 8(a)(i) and
8(a)(ii) (which shall be modified in accordance with the terms hereof), shall remain in full force
and effect.



     5. This letter agreement contains the entire agreement of the parties concerning the subject
matter hereof. Neither this Amendment, nor the Employment Agreement it amends, may be modified or
waived in any manner other than by an authorized writing of the parties.



[The remainder of this page is left intentionally blank.]





3









 









If the foregoing is in accordance with your understanding of our agreement, kindly counter-sign in
the space below.



	 	 	 	 	 
	 	Sincerely,





CC Media Holdings, Inc.

 	 
	 	By:  	/s/ Andrew Levin
 	 
	 	 	Name:  	Andrew Levin 	 
	 	 	Title:  	Executive Vice President, Chief

Legal Officer and Secretary 	 
	 
	 	Clear Channel Communications, Inc.

 	 
	 	By:  	/s/ Andrew Levin
 	 
	 	 	Name:  	Andrew Levin 	 
	 	 	Title:  	Executive Vice President, Chief

Legal Officer and Secretary 	 
	 



	 	 	 
	ACCEPTED AND AGREED TO:
	 	 
	 
	 	 
	/s/ Randall T. Mays
 

Randall T. Mays

	 	 
	 
	 	 
	Date: January 20, 2009