Thereafter the Base Salary shall be reviewed annually for any merit increases by the CompensationCommittee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”).2.2 Annual Bonus. In addition to the Base Salary, the Employee shall be eligible to receive anannual bonus (the “Bonus”) as follows:     Period Eligible Bonus 1st year $25,000 2nd year  30,000 3rd year  35,000 Payment of the Bonus will be based on Employee’s performance measured as follows. Employee shallbe eligible to receive up to fifty percent (50%) of the potential Bonus for a year based on theassessment of the Chief Executive Officer of the effectiveness of Employee in the management oflegal costs. Employee shall be eligible to receive the second fifty percent (50%) of his potentialBonus for a year based on the assessment of the Chief Executive Officer of the Employee’s overallperformance in directing and coordinating the legal affairs of the Company.     2.3 Equity Incentives. The Compensation Committee will meet and make the following grants toEmployee of options to purchase shares of the Company’s Class A Common Stock (the “Time-VestedOptions”): (a) no later than ninety (90) days following commencement of employment, Time-VestedOptions to purchase 40,000 shares shall be granted to the Employee; (b) in connection with theannual grants to be made in 2003, Time-Vested Options to purchase an additional 50,000 shares shallbe granted to the Employee; and (c) in connection with the annual grants to be made in 2004,Time-Vested Options to purchase an additional 60,000 shares shall be granted to the Employee. Eachgrant of Time-Vested Options shall be subject to the terms of the stock option agreement which willaccompany the grant and will be entered into between the Company and the Employee, provided howeverthat the terms contained in such stock option agreements shall be consistent with the terms of thisAgreement. Except as otherwise provided for in this Agreement, the Time-Vested Options shall vestbased on the continued employment of the Employee in equal quarterly installments of 1/16 of thenumber of subject shares on the last day of each of the sixteen (16) consecutive calendar quartersending following the date of grant. The exercise price of the Time-Vested Options shall be themarket price per share on the date of each grant. Except as otherwise provided in this Agreement,the Time-Vested Options shall have a 10-year term of exercise.ARTICLE IIIExpenses and Benefits     3.1 Expenses. The Company shall pay or reimburse the Employee for all reasonable out-of-pocketexpenses incurred by the Employee in the course of performing his duties for the Company inaccordance with the Company’s expense account and reimbursement policies from time to time ineffect. The Employee shall keep accurate records and receipts of such expenditures and shallsubmit such accounts and proof thereof as may from time to time be
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required in accordance with suchexpense account or reimbursement policies that the Company may establish for its personnelgenerally.     3.2 Benefits. The Employee shall be entitled during the term hereof to receive such incentivestock options as the Compensation Committee in its discretion may decide. In addition, theEmployee shall be entitled during the term hereof to receive such fringe benefits and toparticipate in such benefit programs as the Company may from time to time make generally availableto its senior executives of the Company including, but not limited to, any group health and lifeinsurance, qualified or non-qualified pension, profit sharing and savings plans, any death benefitand disability benefit plans, any medical, dental, health and welfare plans and any stock purchaseprograms that are approved by the Compensation Committee on terms and conditions comparable tothose generally provided to other senior executives of the Company. The Employee acknowledges thathe shall have no vested rights under any such benefit programs except as expressly provided by theterms thereof and that such programs and the prerequisites thereof may be established or eliminatedat any time at the discretion of the Company.ARTICLE IVTerm and Termination     4.1 Term. The Agreement Term shall commence as of the date hereof and shall continuethereafter for a term of three (3) years unless earlier terminated by either party in accordancewith Section 4.2 below. The Agreement Term shall automatically be renewed for consecutive renewalterms of one (1) year, unless either party notifies the other party of its desire not to renew theAgreement no less than sixty (60) days prior to the last day of the initial three-year term, or noless than thirty (30) days prior to the last day of any one-year renewal term.     4.2 Earlier Termination. Notwithstanding the term stated in Paragraph 4.1 hereof, theEmployee’s employment under this Agreement may be terminated immediately upon any of the following:          (a) In the event of the Employee’s death.          (b) In the event of the Employee’s Disability. For purposes of this Agreement, “Disability”shall mean the inability of the Employee to perform his duties for the Company on account ofphysical or mental illness for a period of six consecutive full months, or a period of nine fullmonths during any 12-month period in either case as a result of a condition that is treated as atotal or permanent disability under the long term disability insurance policy of the Company thatcovers the Employee. The Employee’s employment hereunder shall be deemed terminated by reason ofDisability on the last day of the applicable period; provided, however, in no event shall theEmployee be terminated by reason of Disability unless the Employee receives written notice from theCompany, at least thirty (30) days in advance of such termination, stating its intention toterminate the Employee for reason of Disability.          (c) By the Company forthwith upon notice to the Employee whether or not the Employee hascommitted any acts constituting “Cause.” For purposes of this Agreement,
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“Cause” for terminationof the Employee shall exist only upon (i) the conviction of the Employee of a felony under the lawsof the United States or any state thereof, whether or not appeal is taken, (ii) a material breachby the Employee of any agreement with the Company concerning noncompetition or the confidentialityof proprietary information, (iii) gross negligence of the Employee, willful misconduct of theEmployee, or willful or continued failure by the Employee (except as provided in Section 4.2(b)hereof) to substantially perform his duties hereunder, in either case which has a material adverseeffect on the Company; or (iv) the willful fraud or material dishonesty of the Employee inconnection with his performance of duties to the Company. However, in no event shall theEmployee’s employment be considered to have been terminated for “Cause” unless and until theEmployee receives a copy of a resolution adopted by the Board finding that, in the good faithopinion of the Board, the Employee is guilty of acts or omissions constituting Cause, whichresolution has been duly adopted by an affirmative vote of a majority of the Board. The Employeeshall have the opportunity to cure any such acts or omissions (other than item (i) above) withinfifteen (15) days of the Employee’s receipt of such resolution.          (d) By the Employee through voluntary resignation.          (e) By the Employee for “Good Reason.” “Good Reason” for purposes of this Agreement shallmean:     (i) the assignment to the Employee of duties materially inconsistent with theEmployee’s position (including status, offices, titles or reporting relationships),authority, duties or responsibilities as contemplated by ARTICLE I hereof, anymaterial adverse change in the Employee’s reporting responsibilities, or any actionby the Company that results in a material diminution in such position, authority,duties or responsibilities, but excluding for these purposes an action not taken inbad faith and which is remedied by the Company promptly after receipt of noticethereof given by the Employee;     (ii) any failure by the Company to comply in a material respect with thecompensation and benefits provisions of ARTICLES II or III hereof or to comply withany other material obligation of the Company under this Agreement, including,without limitation, any failure by the Company to obtain an assumptionof this Agreement by a successor corporation as required under Section 8.4(a)hereof, but excluding for these purposes a failure or action not taken in bad faithand which is remedied by the Company promptly after receipt of notice thereof givenby the Employee; or     (iii) the relocation, without the consent of the Employee, of the Employee’soffice to a location more than forty (40) miles from Atlanta, Georgia.
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ARTICLE VCompensation upon Termination of Employment     In the event the Employee’s employment is terminated during the Agreement Term, the Employeeshall be entitled to the severance payments and benefits specified below:     5.1 Termination by Company Without Cause or by Employee for Good Reason.     In the event Employee is terminated by the Company other than for Cause, death or Disability,or in the event the Employee resigns with Good Reason, the Company shall pay the Employee andprovide him with the following:          (a) Accrued Rights. The Company shall pay the Employee a lump-sum amount equal to thesum of (1) his earned but unpaid Base Salary through the date of termination, (2) any earned butunpaid Bonus under Section 2.2 above, and (3) any business expenses or other amounts due to theEmployee from the Company as of the date of termination. In addition, the Company shall provide tothe Employee all payments, rights and benefits due as of the date of termination under the terms ofthe Company’s employee and fringe benefit plans and programs in which the Employee participatedduring the term (together with the lump-sum payment, the “Accrued Rights”).          (b) Severance Payment. If the termination occurs prior to August 4, 2003, the Companyshall pay the Employee an amount equal to fifty percent (50%) of the annual Base Salary in effectat the time of termination. If the termination occurs on or after August 4, 2003, the Companyshall pay the Employee an amount equal to one hundred percent (100%) of the annual Base Salary ineffect at the time of termination. Any amount payable pursuant to this section shall be payable infour (4) equal consecutive quarterly installments, with the first such payment to be made withinfifteen (15) days following the date of termination.          (c) Equity Rights. As of the date of the Employee’s termination under this paragraph,Employee shall be entitled to (i) any vested portion (as determined immediately prior to thetermination) of the Time-Vested Options and (ii) that portion of any unvested portion (asdetermined immediately prior to the termination) of the Time-Vested Options which would have vestedhad Employee remained employed with the Company for six (6) months beyond the date of termination,which options in both cases shall remain exercisable until the earlier of the expiration of one (1)year after the date of termination and the expiration of the full term thereof. The remainder ofthe Time Vested Options shall be forfeited.     5.2 Voluntary Resignation or Termination for Cause.     In the event the Employee’s employment hereunder is terminated hereunder because of hisvoluntary resignation other than for Good Reason or because the Company has terminated the Employeefor Cause, the Company shall pay the Employee and provide him with any and all Accrued Rights. Anyunvested Time-Vested Options shall terminate immediately and shall be of no further force oreffect. Any vested Time-Vested Options shall remain exercisable until the earlier of theexpiration of one (1) year after the date of termination and the expiration of the full termthereof.
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     5.3 Disability; Death.     In the event the Employee’s employment hereunder is terminated by reason of the Employee’sDisability or death, the Company shall pay and provide the Employee (or his legal representative orestate) with the following:          (a) Accrued Rights. The Company shall pay and provide to the Employee (or his legalrepresentative or estate) any and all Accrued Rights, including all disability or life insurancebenefits as applicable);          (b) Salary Continuation. The Company shall provide the Employee (or his legalrepresentative or estate) with continued payment of the Employee’s then-current Base Salary for aperiod of twelve (12) months.          (c) Equity Rights. As of the date of the Employee’s termination under this paragraph,Employee shall be entitled to any vested portion of the Time-Vested Options, which shall remainexercisable until the earlier of the expiration of one (1) year after the date of termination andthe expiration of the full term thereof. The remainder of the Time-Vested Options shall beforfeited.     5.4 Change in Control.     In the event of a termination of employment by the Employee by voluntary resignation or of atermination of employment by the Company other than for Cause, which occurs within one yearfollowing a Change in Control as defined below, then, Employee shall receive the benefitsidentified in 5.1 (a), (b), and (c), and Employee shall also be entitled to any unvested portion ofthe Time-Vested Options, which shall become immediately and fully vested and exercisable and shallremain exercisable until the expiration of the full term thereof. For purposes of this Agreement,a “Change in Control” shall be deemed to have occurred by reason of:          (a) The sale, lease, transfer, conveyance, or other disposition (other than by way of mergeror consolidation), in one or a series of related transactions, of all or substantially all of theassets of the Company and its subsidiaries taken as a whole to any “person” or group of related“persons” (a “Group”) (as such terms are used in Section 13(d)(3) of the Securities Exchange Act of1934 (the “Exchange Act”) other than Richard W. Weening and Lewis W. Dickey, Jr. (a “Principal”) or(1) any stockholder beneficially owning more than 40% of the aggregate voting power of all classesof capital stock of the Company having the right to elect directors under ordinary circumstances,80% (or more) owned subsidiary, or spouse orimmediate family member (in the case of an individual) of a Principal or (2) any trust,corporation, partnership, or other entity, the beneficiaries, stockholders, partners, owners or“persons” beneficially holding an 80% or more controlling interest of which consist of suchPrincipal and/or other “persons” referred to in the immediately preceding clause (1);          (b) The adoption of a plan relating to the liquidation or dissolution of the Company;          (c) The consummation of any transaction (including, without limitation, any purchase, sale,acquisition, disposition, merger, or consolidation) the result of which is that any
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“person” (asdefined above) or Group becomes the “beneficial owner” (as such term is defined in Rule 13d-3 andRule 13d-5 under the Exchange Act) of more than 35% of the aggregate voting power of all classes ofcapital stock of the Company having the right to elect directors under ordinary circumstances;          (d) The Company is merged or consolidated or reorganized into or with another corporation orother legal person, and both (1) as a result of such merger, consolidation or reorganization lessthan a majority of the combined voting power of the then-outstanding securities of such corporationor person immediately after such transaction are held in the aggregate by the holders of securitieshaving the right to elect directors of the Company under ordinary circumstances immediately priorto such transaction and (2) Lewis W. Dickey, Jr. is not the chief executive officer of suchcorporation or person; or          (e) The first day on which a majority of the members of the Board are not “ContinuingDirectors”, where “Continuing Directors” are either (1) members of the Board on the Effective Dateor (2) members of the Board nominated for election or elected to such Board with the approval oftwo-thirds of the Continuing Directors who were members of the Board at the time of such nominationor election, or two-thirds of those directors who were previously approved of by ContinuingDirectors.ARTICLE V-A     The Employee shall not be required to seek other employment or to reduce any severance benefitpayable to him under ARTICLE V hereof, no such severance benefit shall be reduced on account of anycompensation received by the Employee from other employment. The Company’s obligation to payseverance benefits under this Agreement shall not be reduced by any amount owed by the Employee tothe Company.ARTICLE VIConfidentiality and Inventions     6.1 Duty Not to Disclose. The Employee acknowledges that trade secrets and other information,observations and data, whether written or oral, obtained by him while employed by the Companyconcerning the business or affairs of the Company that is proprietary to the Company or any of itscustomers or suppliers (“Confidential Information”) are the property of the Company or suchcustomers or suppliers. Therefore, the Employee agrees that he shall not disclose to any unauthorized person oruse for his own account any Confidential Information without the prior written consent of theBoard, unless and to the extent that the aforementioned matters become generally known to andavailable for use by the public other than as a result of the Employee’s acts or omissions to act.The Employee shall deliver to the Company at the termination of Employment, or at any other timethe Company may request, all memoranda, notes, plans, records, reports, computers, computer tapesand software and other documents and data (an copies thereof) relating to the ConfidentialInformation, Work Product (defined in Section 6.2), or the business of the Company which he maythen possess or have under his control. Notwithstanding this Section 6.1, Confidential Informationmay be disclosed pursuant to a subpoena or valid final order of a court or administrative body ofcompetent jurisdiction to
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the extent necessary to comply therewith, in which event the Employeeshall notify the Company as promptly as practicable (and, if possible, prior to making anydisclosure) and shall seek confidential treatment of such information. The covenants made in thisSection 6.1 shall remain in effect during the term of the Employee’s employment with the Companyand, in the case of Confidential Information that constitute trade secrets under the GeorgiaUniform Trade Secrets Act, shall survive the termination of such employment for any reasonindefinitely, and, in the case of all other Confidential Information, shall survive for a period offive (5) years after such termination.     6.2 Ownership. The Employee further agrees and acknowledges that Confidential Informationother than that of suppliers and customers, as between the Company and the Employee, shall bedeemed and at all times remain and constitute the exclusive property of the Company, whether or notpatentable or copyrightable, and that the Company has reserved — and does hereby reserve — allrights in and to the same for all purposes and to take all necessary and appropriate precautions toavoid the unauthorized disclosure of any Confidential Information.     6.3 Return of Information. In the event the Employee’s employment with the Company terminatesfor any reason, the Employee shall, upon request by the Company, promptly return to the Company allproperty of the Company and its affiliates in the Employee’s possession or under the Employee’sdirect or indirect control, including, without limitation, all Confidential Information and allequipment, notebooks, and materials, reports, notes, contracts, memoranda, documents, and data ofthe Company or any of its affiliates or constituting or relating to the Confidential Information(and any and all copies thereof), whether typed, printed, written, or on any source of computermedia, unless the parties agree otherwise.     6.4 Inventions. The Employee agrees that all inventions, innovations, improvements,developments, methods, designs, analyses, drawings, reports, and all similar or related informationwhich relates to the Company’s actual or anticipated business, research and development or existingor future services which are conceived, developed or made by the Employee while employed by theCompany (“Work Product”) belong to the Company. The Employee will promptly disclose such WorkProduct to the Board and perform all actions reasonably requested by the Board (whetherduring or after employment) to establish and confirm such ownership (including, without limitation,assignments, consents, powers of attorney and other instruments).ARTICLE VIINoncompetition     7.1 Acknowledgement. The Employee acknowledges that in the course of his employment with theCompany (a) he will become familiar with the Company’s trade secrets and with other confidentialinformation concerning the Company, (b) that his services have been and will be of special, uniqueand extraordinary value to the Company, and (c) that the Company would be irreparably damaged ifthe Employee were to provide similar services to any person or entity competing with the Company orengaged in a similar business in the markets served or to be served by the Company. The Companyand the Employee recognize that Employee will be responsible for assisting in the development ofthe Company’s strategies and marketing programs
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with respect to the business of Company-owned or—operated radio broadcasting stations as they exist on the date of the Employee’s termination ofemployment or radio broadcasting stations that have been identified as potential acquisitions onthe date of this Agreement and are actually acquired by the Company (the “Business”), forsupervising other employees of the Company performing a variety of services related to theBusiness, and for developing goodwill for the Company with respect to the Business throughEmployee’s personal contact with customers, agents, and others having business relationships withthe Company. There is therefore a danger that this goodwill, a proprietary asset of the Company,may follow the Employee if and when the Employee’s relationship with the Company is terminated.Accordingly, the Employee agrees and covenants as follows:     7.2 Non-Compete. Subject to Section 7.7 below, during the period of the Employee’s employmentwith the Company in any capacity and during the twelve (12) months after the termination ofemployment (collectively, the “Noncompete Period”) (provided however that, in the event, pursuantto Section 5.1(b) above, Employee becomes entitled to a severance payment equal to fifty percent(50%) of the annual Base Salary in effect at the time of termination, the Noncompete Period shallextend only during the six (6) months after the termination of employment), the Employee shall notcompete within the listening areas (as defined by the Arbitron Metro Survey Area) set forth onExhibit A, within which the Company currently conducts the Business or currently hasagreements pending regulatory approval to engage in such businesses (collectively, the“Territory”), by acting as a manager of a business substantially similar to the Business, asupervisor of officers or employees rendering services for such a business, or as an advisor withrespect to the conduct of such a business, whether on Employee’s own behalf or as an employee,director, or independent contractor of any enterprise that is competing with or plans to be incompetition with the Company with respect to the Business; provided, however, that nothing in thisAgreement shall prohibit the Employee from rendering or offering to provide services with respectto office operations, equipment or supplies or services related to business finances or operationsof a nature provided to companies generally and not specifically to those that areconducting the Business. Notwithstanding the above, this Section 7.2 shall have no force or effectin the event of a termination of employment following expiration of the Agreement Term as of aresult of a notification of non-renewal by either party pursuant to Section 4.1 above.     7.3 Covenant Not to Solicit Customers. Subject to Section 7.7, during the period in which theEmployee is employed by the Company (whether pursuant to this Agreement or otherwise) and duringthe Noncompete Period, Employee will not, directly or indirectly, on Employee’s own behalf or onbehalf of any other individual or entity, solicit, call upon, divert, or actively take away, orattempt to solicit, call upon, divert, or take away, for purposes of conducting a businesssubstantially similar to the Business, any individual, corporation, partnership, or otherassociation or entity who or that, at any time during the period of the Employee’s employment withthe Company, both (a) obtained or contracted services from the Company (a “Customer”) or, to theEmployee’s knowledge, was solicited by the Company for business (whether or not he, she, or itbecame an actual customer) and (b) was contacted by the Employee at any time during the term of theEmployee’s employment by the Company. Nothing herein shall prohibit the Employee from being apassive owner of not more than 1/2 of 1% of the outstanding stock (and/or options to acquire stock)of any class of a corporation which is publicly traded and is competitive with the Business, solong as Employee has no active
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participation in the business of such corporation. Subject to theconsent of the Company, which consent will not be unreasonably withheld, the Employee’s performanceof minimal consulting services with a previous employer will not be deemed to constitute “activeparticipation” for purposes of the preceding sentence.     7.4 Nonsolicitation of Employees and Suppliers. During the Noncompete Period, the Employeeshall not directly or indirectly through another entity (a) induce or attempt to induce anyemployee of the Company to leave the employ of the Company or in any way interfere with therelationship between the Company and any employee thereof, (b) hire any person who was an employeeof the Company at any time during the Agreement Term and was solicited by the Employee, or (c)induce or attempt to induce any supplier, licensor or other non-customer business relation of theCompany to cease doing business with the Company or interfere in any way with the relationshipbetween any such supplier, licensor or business relation and the Company.     7.5 Expansion of Business. In the event that, and each time during the Employee’s employmentwith the Company as, the Company (a) establishes the Business hereafter in a territory other thanthe Territory or (b) adds a substantially different service line to the Business, the Employeeagrees to execute and deliver an amendment to this Agreement adding the territory or additionalservice line or some combination thereof upon payment to the Employee by the Company of the sum of$100.00.     7.6 Enforcement. If, at the time of enforcement of this Article VII, a court holds that therestrictions stated herein are unreasonable under circumstances then existing, the parties heretoagree that the maximum, period, scope or geographical area reasonable under such circumstancesshall be substituted for the stated period, scope or area. Because the Employee’s services are unique and because theEmployee has access to Confidential Information and Work Product, the parties hereto agree thatmoney damages would be an inadequate remedy for any breach of this Agreement. Therefore, in theevent a breach or threatened breach of this Agreement, the Company or its successors or assignsmay, in addition to other rights and remedies existing in their favor, apply to any court ofcompetent jurisdiction for specific performance and/or injunctive or other relief in order toenforce, or prevent any violations of, the provisions hereof (without posting a bond or othersecurity).     7.7 Application to Company and Subsidiaries. For purposes of the covenants made in thisArticle VII, references to the Company shall include all subsidiaries.ARTICLE VIIIMiscellaneous     8.1 Withholding; Method of Payment.     All amounts payable to the Employee pursuant to this Agreement are stated before anydeductions therefrom for FICA taxes, state and federal withholding taxes and other payrolldeductions required to be made by the Company under applicable law. The Company shall have theright to rely upon an opinion of its regular accountants or other tax advisors if any questions
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should arise as to any such deductions. Any lump-sum payments provided for in this Agreement shallbe made in a cash payment, net of any required tax withholding, no later than the fifth businessday following the Employee’s date of termination or other payment date. Any payment required to bemade to the Employee under this Agreement that is not made in a timely manner shall bear interestuntil the date of payment at an interest rate equal to 120% of the monthly compounded applicablefederal rate as in effect under Section 1274(d) of the Code for the month in which payment isrequired to be made.     8.2 Notices.     Any notice required or permitted to be given or made by either party to the other hereundershall be in writing and shall be considered to be given and received in all respects one businessday after when hand delivered, when sent by prepaid express or courier delivery service, or afterdeposited in the United States mail, certified or registered mail, return receipt requested, on thedate shown on such return receipt, in each case addressed to the parties at their respectiveaddresses set forth opposite their signatures hereto or to such changed address as either partyshall designate by proper notice to the other.     8.3 Severability.     If for any reason one or more of the provisions of this Agreement are deemed by a court ofcompetent jurisdiction to be unenforceable or otherwise void by operation of law, the remainder ofthis Agreement will be deemed to be valid and enforceable and shall be construed as if such invalidor unenforceable provision were omitted.     8.4 Assignment; Binding Affect.          (a) This Agreement shall be binding upon and shall inure to the benefit of the Company, itssuccessors and any person, firm, corporation or other entity which succeeds to all or substantiallyall of the business, assets or property of the Company. The Company will require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business, assets or property 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, the“Company” shall mean the Company as hereinbefore defined and any successor to its business, assetsor property as aforesaid which executes and delivers an agreement provided for in this Section 8.4or which otherwise becomes bound by all the terms and provisions of this Agreement by operation oflaw.          (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of andbe enforceable by the Employee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Employee should die while anyamounts are due and payable to him hereunder, all such amounts, unless otherwise provided herein,shall be paid to the Employee’s designated beneficiary or, if there be no such designatedbeneficiary, to the legal representatives of the Employee’s estate.
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     8.5 Entire Agreement.     This Agreement contains the entire understanding between the parties with respect to thematters set forth herein and therein and all prior discussions, negotiations, agreements,correspondence and understandings between the parties (whether oral or written) are merged hereinand therein and superseded hereby. Notwithstanding the foregoing, the parties hereto shall enterinto stock option agreements in respect of the Time-Vested Option setting forth terms andconditions consistent with the provisions of this Agreement. No provision in this Agreement may beamended or modified other than in writing.     8.6 Waiver of Breach.     No waiver by either party hereto of any breach of any provision of this Agreement shall bedeemed a waiver by such party of any subsequent breach.     8.7 Governing Law.     This Agreement shall be construed and interpreted according to the laws of the State ofGeorgia.     8.8 Survival.     Articles V, V-A, VI and VII of this Agreement shall survive and continue in full force inaccordance with their terms notwithstanding any termination of employment.     8.9 Counterparts.     This Agreement may be signed in any number of counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto were upon the sameinstrument.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.     Address for Notice: CUMULUS MEDIA INC.:     Cumulus Media Inc.    3535 Piedmont Road    Building14, 14th Floor By: /s/ Lewis Dickey     Atlanta, Georgia 30305   Lewis DickeyAttention: President         Address for Notice: EMPLOYEE:     Cumulus Media Inc    3535 Piedmont Road    Building14, 14th Floor By: /s/ Richard Denning     Atlanta, Georgia 30305   Richard DenningAttention: Richard Denning    
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