HE WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE OR PARTICIPATE IN ANY OTHER
BUSINESS, PROFESSION OR OCCUPATION FOR COMPENSATION OR OTHERWISE AT ANY TIME
DURING THE SERVICE PERIOD WHICH CONFLICTS WITH THE BUSINESS OF THE LIN
COMPANIES, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD OF PARENT; PROVIDED,
THAT NOTHING HEREIN SHALL PRECLUDE EXECUTIVE FROM ACCEPTING APPOINTMENT TO OR
CONTINUING TO SERVE ON ANY BOARD OF DIRECTORS OR TRUSTEES OF ANY CHARITABLE OR
NOT-FOR-PROFIT ORGANIZATION OR FROM MANAGING HIS PERSONAL, FINANCIAL OR LEGAL
AFFAIRS; PROVIDED, IN EACH CASE, AND IN THE AGGREGATE, THAT SUCH ACTIVITIES DO
NOT MATERIALLY CONFLICT OR INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER OR CONFLICT WITH SECTIONS 10, 11 OR 12 OF THIS AGREEMENT IN ANY
MATERIAL RESPECT.
5.
COMPENSATION AND OTHER BENEFITS.
(A)
DURING THE SERVICE PERIOD, EXECUTIVE SHALL BE PAID BY THE COMPANY
AN ANNUAL BASE SALARY IN AN AMOUNT EQUAL TO THREE HUNDRED TWENTY FIVE THOUSAND
DOLLARS ($325,000) (THE "BASE SALARY"), PAYABLE IN ACCORDANCE WITH THE COMPANY'S
NORMAL PAYROLL PRACTICES. THE BASE SALARY SHALL BE REVIEWED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF PARENT NO LESS OFTEN THAN ONCE EACH CALENDAR YEAR AND
MAY BE INCREASED, BUT NOT DECREASED, BASED ON SUCH A REVIEW.
(B)
SOLELY WITH RESPECT TO THE PORTION OF THE SERVICE PERIOD, IF
APPLICABLE, COMMENCING ON JANUARY 1, 2009, EXECUTIVE SHALL BE ELIGIBLE TO
RECEIVE, IN ADDITION TO THE BASE SALARY DESCRIBED ABOVE, AN ANNUAL BONUS PAYMENT
(A "PERFORMANCE BONUS") IN AN AMOUNT UP TO ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000) FOR SUCH YEAR (A "PERFORMANCE BONUS AMOUNT") TO BE DETERMINED BY
DECEMBER 31, 2009, AND THEREAFTER, THE LAST DAY OF EACH CALENDAR YEAR DURING THE
SERVICE PERIOD, OR AS SOON THEREAFTER AS PRACTICABLE, BUT IN NO EVENT LATER THAN
MARCH 15 OF THE SUBSEQUENT CALENDAR YEAR, AS FOLLOWS:
(I)
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A BONUS PAYMENT IN AN
AMOUNT UP TO 25% OF THE PERFORMANCE BONUS AMOUNT, WHICH BONUS PAYMENT, IF ANY,
SHALL BE DETERMINED IN THE SOLE DISCRETION OF THE PRESIDENT AND CEO OF THE LIN
COMPANIES AND THE COMPENSATION COMMITTEE, BASED UPON SUCH FACTORS AS EACH MAY
DETERMINE TO BE RELEVANT, WHICH MAY INCLUDE THE PERFORMANCE OF THE LIN COMPANIES
AND EXECUTIVE, GENERAL BUSINESS CONDITIONS, AND THE RELATIVE ACHIEVEMENT BY
EXECUTIVE OR THE LIN COMPANIES OF ANY GOALS ESTABLISHED BY THE PRESIDENT AND
CEO, THE BOARD OF PARENT OR THE COMPENSATION COMMITTEE.
(II)
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE A BONUS PAYMENT CALCULATED
AS SET FORTH IN THIS PARAGRAPH (II) USING A BASELINE BONUS AMOUNT EQUAL TO
SEVENTY-FIVE PERCENT (75%) OF THE PERFORMANCE BONUS AMOUNT (THE "RESULTS BONUS
BASE AMOUNT"). THE AMOUNT OF THE BONUS AWARDED TO EXECUTIVE, IF ANY, UNDER THIS
PARAGRAPH (II) (THE "RESULTS BONUS") SHALL BE AN AMOUNT CALCULATED AS A
PERCENTAGE OF THE RESULTS BONUS BASE AMOUNT (THE "RESULTS BONUS PERCENTAGE").
THE RESULTS BONUS PERCENTAGE SHALL BE THE PERCENTAGE SET FORTH ON SCHEDULE
5(B)(II)(A) HERETO THAT CORRESPONDS TO THE RESPECTIVE PERCENTAGES BY WHICH
PARENT HAS ACHIEVED THE EBITDA AND REVENUE