CLEAR CHANNEL COMMUNICATIONS INC
AMENDED AND RESTATED EMPLOYMENT AGREEMENT - RANDALL T. MAYS
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>d46075exv10w3.htm
<DESCRIPTION>AMENDED AND RESTATED EMPLOYMENT AGREEMENT - RANDALL T. MAYS
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.3
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 6pt"><B>Execution Copy</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AGREEMENT, dated effective as of April&nbsp;24, 2007, by and between Clear Channel Communications,
Inc., a Texas corporation (the &#147;Company&#148;), and Randall Mays (&#147;Executive&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company and the Executive previously entered into that certain Employment
Agreement dated as of March&nbsp;10, 2005 (the &#147;Existing Agreement&#148;), which agreement the Company and
Executive agreed, by that certain Second Amendment dated as of November&nbsp;16, 2006 (the &#147;Second
Amendment&#148;), would be amended as provided in the Second Amendment subject to the closing of the
transactions contemplated under that certain Agreement and Plan of Merger between BT Triple Crown
Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and the Company, dated
November&nbsp;16, 2006 (the &#147;Merger Agreement&#148;); and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company and the Executive desire to amend and restate the terms of the Existing
Agreement between the Company and the Executive that are to be effective in the absence of the
occurrence of the transactions contemplated under the Merger Agreement (the &#147;Merger&#148;);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the
parties hereby agree to amend and restate the Existing Agreement as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Employment</U>. The Company hereby agrees to continue to employ Executive as the
President and Chief Financial Officer of the Company, and Executive hereby accepts such continued
employment, on the terms and conditions hereinafter set forth.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Term</U>. The period of employment of Executive by the Company under this Agreement
(the &#147;Employment Period&#148;) shall commence on the date first set forth above (the &#147;Commencement
Date&#148;) and shall continue through the seventh anniversary thereof; provided, that, the Employment
Period shall automatically be extended for one (1)&nbsp;additional day each day during the Employment
Period unless either party gives written notice not to extend this Agreement. The Employment Period
may be sooner terminated by either party in accordance with Section&nbsp;6 of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Position and Duties</U>. During the Employment Period, Executive shall serve as
President and Chief Financial Officer of the Company, and shall report solely and directly to the
Company&#146;s Chief Executive Officer, Chairman and the Board of Directors of the Company (the
&#147;Board&#148;). Executive shall have those powers and duties normally associated with the position of
President and Chief Financial Officer of entities comparable to the Company and such other powers
and duties as may be prescribed by the Board; provided that, such other powers and duties are
consistent with Executive&#146;s position as President and Chief Financial Officer of the Company.
Executive shall devote as much of his working time, attention and energies during normal business
hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the
Company. Notwithstanding the above, Executive shall be permitted, to the extent such activities do
not substantially interfere with the performance by Executive of his duties and responsibilities
hereunder to (i)&nbsp;manage Executive&#146;s personal, financial and legal affairs, (ii)&nbsp;to serve on civic
or charitable boards or committees (it being expressly understood
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and agreed that Executive&#146;s continuing to serve on any such board and/or committees on which
Executive is serving, or with which Executive is otherwise associated, as of the Commencement Date
shall be deemed not to interfere with the performance by Executive of his duties and
responsibilities under this Agreement) and (iii)&nbsp;deliver lectures or fulfill speaking engagements.
During the Employment Period, Executive shall also serve as a director of the Company. If L. Lowry
Mays ceases to serve as Chairman of the Board at any time during the Employment Period by reason of
his death or incapacity, it is the intention of the Board, that either Mark Mays or Randall Mays
shall be appointed as the Chairman of the Board, subject only to its fiduciary duties to the
Company and its stockholders and applicable law, the Board shall take all action necessary to carry
out such intention.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Place of Performance</U>. The principal place of employment of Executive shall be at
the Company&#146;s principal executive offices in San Antonio, Texas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>Compensation and Related Matters</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Base Salary and Bonus</U>. During the Employment Period, the Company shall pay
Executive a base salary at the rate of not less than the annual base salary currently in
effect as of the date hereof (&#147;Base Salary&#148;). Executive&#146;s Base Salary shall be paid in
approximately equal installments in accordance with the Company&#146;s customary payroll
practices. The Compensation Committee of the Board (the &#147;Committee&#148;) shall review
Executive&#146;s Base Salary for increase (but not decrease) no less frequently than annually and
consistent with the compensation practices and guidelines of the Company. If Executive&#146;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 paid a cash bonus in respect of each fiscal year of the Company (a &#147;Fiscal Year&#148;)
ending during the Employment Period (the &#147;Annual Bonus&#148;) pursuant to the terms of the annual
incentive plan maintained by the Company for the benefit of its senior executives (the
&#147;Bonus Plan&#148;), and/or as the Committee may otherwise determine (the Annual Bonus or any
other such bonus, a &#147;Bonus&#148;); provided, however, that any Annual Bonus payable under the
Bonus Plan shall, notwithstanding any provision of the Bonus Plan to the contrary, if any,
be deemed earned by Executive so long as Executive is employed on the last day of the Fiscal
Year in respect of which the Annual Bonus shall be payable. Executive&#146;s target Annual Bonus
that Executive is eligible to earn in accordance with the terms of the Bonus Plan is
hereinafter referred to as the &#147;Bonus Opportunity&#148;.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Expenses</U>. The Company shall promptly reimburse Executive for all
reasonable business expenses upon the presentation of reasonably itemized statements of such
expenses in accordance with the Company&#146;s policies and procedures now in force or as such
policies and procedures may be modified with respect to all senior executive officers of the
Company. In addition, during the Employment Period, Executive shall be entitled to, at the
sole expense of the Company, the use of an automobile appropriate to his position and no
less favorable than the automobile provided immediately prior to the date of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Vacation</U>. Executive shall be entitled to the number of weeks of paid
vacation per year that he was eligible for immediately prior to the date of this Agreement,
but in no event less than four (4)&nbsp;weeks annually. Unused vacation may be carried
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">forward from year to year. In addition to vacation, Executive shall be entitled to the
number of sick days and personal days per year that other senior executive officers of the
Company with similar tenure are entitled under the Company&#146;s policies.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Services Furnished</U>. During the Employment Period, the Company shall
furnish Executive, with office space, stenographic and secretarial assistance and such other
facilities and services no less favorable than those that he was receiving immediately prior
to the date of this Agreement or, if better, as provided to other senior executive officers
of the Company (other than the Chairman).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Welfare, Pension and Incentive Benefit Plans</U>. During the Employment
Period, Executive (and his spouse and dependents to the extent provided therein) shall be
entitled to participate in and be covered under all the welfare benefit plans or programs
maintained by the Company from time to time for the benefit of its senior executives (other
than benefits maintained exclusively for the Chairman) including, without limitation, all
medical, hospitalization, dental, disability, accidental death and dismemberment and travel
accident insurance plans and programs. The Company shall at all times provide to Executive
(and his spouse and dependents to the extent provided under the applicable plans or programs
(subject to modifications affecting all senior executive officers) the same type and levels
of participation and benefits as are being provided to other senior executives (and their
spouses and dependents to the extent provided under the applicable plans or programs) (other
than benefits maintained exclusively for the Chairman) on the Commencement Date. In
addition, during the Employment Period, Executive shall be eligible to participate in all
pension, retirement, savings and other employee benefit plans and programs maintained from
time to time by the Company for the benefit of its senior executives.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Stock Options</U>.
</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During each calendar year of the Employment
Period occurring after December&nbsp;31, 2006, the Committee shall cause the
Company to grant Executive a stock option to acquire at least 50,000
shares of the Company&#146;s common stock (each, an &#147;Option&#148; and
collectively the &#147;Options&#148;) or a number of restricted shares of Common
Stock of equivalent value to such Options (each a &#147;Restricted Share&#148;
and collectively &#147;Restricted Shares&#148;) (or a combination of Options and
Restricted Shares) at such time(s) as the Company has historically
granted stock options to its senior executive officers during the year;
provided, that, such grants shall be made by at least December&nbsp;31 of
each calendar year occurring after December&nbsp;31, 2006. Notwithstanding
the foregoing, unless otherwise waived by Executive in his sole
discretion, Executive shall receive no less than the number of Options
or Restricted Shares, as applicable, granted during any prior year of
employment. In addition, to the extent necessary to carry out the
intended terms of this paragraph (f)(i), such number of Options or
Restricted Shares, as applicable, shall be adjusted as is necessary to
take into account any change in the common stock of the Company</TD>
</TR>

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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in a manner consistent with adjustments made to other option holders
of the Company</TD>
</TR>

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</DIV>

<DIV style="margin-top: 6pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All Options and Restricted Shares described in
paragraph (i)&nbsp;above shall be granted subject to the following terms and
conditions: (A)&nbsp;except as provided below, the Options and Restricted
Shares shall be granted under and subject to the Company&#146;s stock
incentive plan on terms no less favorable than those granted to other
senior executives of the Company; (B)&nbsp;the exercise price per share of
each Option shall be equal to the last reported sale price of the
Company&#146;s common stock on the New York Stock Exchange (or such other
principal trading market for the Company&#146;s common stock) at the close
of the trading day on the date on which the grant is made; (C)&nbsp;each
Option and Restricted Share shall be vested and exercisable as
determined by the Committee; (D)&nbsp;each Option shall be exercisable for
the ten (10)&nbsp;year period following the date of grant whether or not
Executive is employed during such full ten-year term; and (E)&nbsp;each
Option and Restricted Share shall be evidenced by, and subject to, a
stock option agreement or restricted stock award agreement, as
applicable, whose terms and conditions are consistent with the terms
hereof.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Termination</U>. Executive&#146;s employment hereunder may be terminated during the
Employment Period under the following circumstances:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Death</U>. Executive&#146;s employment hereunder shall terminate upon his death.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Disability</U>. If, as a result of Executive&#146;s incapacity due to physical or
mental illness, Executive shall have been substantially unable to perform his duties
hereunder for an entire period of six (6)&nbsp;consecutive months, and within thirty (30)&nbsp;days
after written Notice of Termination is given after such six (6)&nbsp;month period, Executive
shall not have returned to the substantial performance of his duties on a full-time basis,
the Company shall have the right to terminate Executive&#146;s employment hereunder for
&#147;Disability&#148;, and such termination in and of itself shall not be, nor shall it be deemed to
be, a breach of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Cause</U>. The Company shall have the right to terminate Executive&#146;s
employment for Cause, and such termination in and of itself shall not be, nor shall it be
deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall
have &#147;Cause&#148; to terminate Executive&#146;s employment upon Executive&#146;s:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>final conviction of a felony involving moral
turpitude; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>willful misconduct that is materially and
demonstrably injurious economically to the Company.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For purposes of this Section&nbsp;6(c), no act, or failure to act, by Executive shall be considered
&#147;willful&#148; unless committed in bad faith and without a reasonable belief that the act or omission
was in the best interests of the Company or any entity in control of, controlled by or under
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">common control with the Company (&#147;Affiliates&#148;) thereof. Cause shall not exist under paragraph (ii)
unless and until the Company has delivered to Executive a copy of a resolution duly adopted by
three-quarters of the members of the Board who are determined to be &#147;independent&#148; (as determined
applying the Company&#146;s criteria for Board member independence disclosed in the most recent proxy
statement or, if no such criteria are in force, as determined applying the listing standards of the
New York Stock Exchange) at a meeting of the Board called and held for such purpose (after
reasonable (but in no event less than thirty (30)&nbsp;days) notice to Executive and an opportunity for
Executive, together with his counsel, to be heard before the Board), finding that in the good faith
opinion of the Board, Executive was guilty of the conduct set forth in paragraph (ii)&nbsp;and
specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from
challenging in any arbitration or court of competent jurisdiction the Board&#146;s determination that
Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly
formed the basis for the Board&#146;s determination.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Good Reason</U>. Executive may terminate his employment for &#147;Good Reason&#148;
anytime after Executive has actual knowledge of the occurrence, without the written consent
of Executive, of one of the following events:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(A)&nbsp;any change in the duties or
responsibilities (including reporting responsibilities) of Executive
that is inconsistent in any adverse respect with Executive&#146;s
position(s), duties, responsibilities or status with the Company
immediately prior to such change (including any diminution of such
duties or responsibilities) or B) an adverse change in Executive&#146;s
titles or offices (including, membership on the Board) with the
Company. For purposes of clarification, if Executive is required to
tender his resignation from the Board pursuant to the bylaws of the
Company and such resignation is accepted by the Board or the applicable
Board committee, then such acceptance shall constitute Good Reason
hereunder;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a reduction in Executive&#146;s Base Salary or Bonus
Opportunity;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>(A)&nbsp;any requirement that Executive travel on
Company business to an extent substantially greater than the travel
obligations of Executive immediately prior to the date of this
Agreement or (B)&nbsp;the relocation of the Company&#146;s principal executive
offices or Executive&#146;s own office location to a location more than
fifteen (15)&nbsp;miles from their location immediately prior to the date
hereof;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure of the Company or any Affiliate to
continue in effect any material employee benefit plan, compensation
plan, welfare benefit plan or fringe benefit plan in which Executive is
participating immediately prior to the date of this Agreement or the
taking of any action by the Company or any Affiliate which would
adversely affect Executive&#146;s participation in or reduce Executive&#146;s
benefits under any such plan, unless Executive is permitted to
participate in other plans providing Executive with substantially
equivalent benefits;</TD>
</TR>

</TABLE>
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<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any refusal by the Company or any Affiliate to
continue to permit Executive to engage in activities not directly
related to the business of the Company which Executive was permitted to
engage in prior to the date of this Agreement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any purported termination of Executive&#146;s
employment for Cause which is not effected pursuant to the procedures
of Section 6(c) (and for purposes of this Agreement, no such purported
termination shall be effective);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company&#146;s or any Affiliate&#146;s failure to
provide in all material respects the indemnification set forth in
Section&nbsp;11 of this Agreement;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(viii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a Change in Control of the Company;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ix)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the failure of the Company to obtain the
assumption agreement from any successor (including any subsidiary of
the Company that becomes a newly formed public company) as contemplated
in Section&nbsp;13(a);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(x)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company or any Affiliate providing
Executive the notice not to renew the Employment Period as contemplated
by Section&nbsp;2 hereof;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(xi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any time that either of the offices of Chairman
of the Board or President and Chief Executive Officer is held by
someone other than L. Lowry Mays, Mark Mays or Randall Mays; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(xii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>any other breach of a material provision of
this Agreement by the Company or any Affiliate.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of clauses (i)&nbsp;through (vii)&nbsp;and (xii)&nbsp;above, an isolated,
insubstantial and inadvertent action taken in good faith and which is remedied by
the Company within ten (10)&nbsp;days after receipt of notice thereof given by Executive
shall not constitute Good Reason. Executive&#146;s right to terminate employment for Good
Reason shall not be affected by Executive&#146;s incapacity due to mental or physical
illness and Executive&#146;s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any event or condition constituting Good Reason.
Executive&#146;s right to terminate employment for Good Reason shall be extinguished upon
termination of Executive&#146;s employment for Cause pursuant to Section 6(c) of this
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Without Cause</U>. The Company shall have the right to terminate Executive&#146;s
employment hereunder without Cause by providing Executive with a Notice of Termination at
least thirty (30)&nbsp;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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Without Good Reason</U>. Executive shall have the right to terminate his
employment hereunder without Good Reason by providing the Company with a Notice of
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Termination at least thirty (30)&nbsp;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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Agreement, a &#147;Change in Control&#148; of the Company means the occurrence of
one of the following events:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;individuals who, on the Commencement Date, constitute the Board (the &#147;Incumbent
Directors&#148;) cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the Commencement Date whose election or nomination for
election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board
(either by a specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to such nomination) shall be an
Incumbent Director; provided, however, that no individual initially elected or nominated as a
director of the Company as a result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be an Incumbent Director;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;any &#147;person&#148; (as such term is defined in Section&nbsp;3(a)(9) of the Securities Exchange Act of
1934 (the &#147;Exchange Act&#148;) and as used in Sections&nbsp;13(d)(3) and 14(d)(2) of the Exchange Act) is or
becomes, after the Commencement Date, a &#147;beneficial owner&#148; (as defined in Rule&nbsp;13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company&#146;s then outstanding securities eligible to vote for the
election of the Board (the &#147;Company Voting Securities&#148;); provided, however, that an event described
in this paragraph (2)&nbsp;shall not be deemed to be a Change in Control if any of following becomes
such a beneficial owner: (A)&nbsp;the Company or any majority-owned subsidiary (provided, that this
exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary),
(B)&nbsp;any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or
any majority-owned subsidiary, (C)&nbsp;any underwriter temporarily holding securities pursuant to an
offering of such securities, (D)&nbsp;any person pursuant to a Non-Qualifying Transaction (as defined in
paragraph (3)), or (E)&nbsp;Executive or any group of persons including Executive (or any entity
controlled by Executive or any group of persons including Executive).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;the approval by the shareholders of the Company of a merger, consolidation, share exchange
or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all
or substantially all of the Company&#146;s assets (a &#147;Business Transaction&#148;), unless immediately
following such Business Transaction (i)&nbsp;more than 65% of the total voting power of the entity
resulting from such Business Transaction or the entity acquiring the Company&#146;s assets in such
Business Transaction (the &#147;Surviving Corporation&#148;) is beneficially owned, directly or indirectly,
by the Company&#146;s shareholders immediately prior to any such Business Transaction, and (ii)&nbsp;no
person (other than the persons set forth in clauses (A), (B), or (C)&nbsp;of paragraph (2)&nbsp;above or any
tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its Affiliates)
beneficially owns, directly or indirectly, 20% or more of the total voting power of the Surviving
Corporation (a &#147;Non-Qualifying Transaction&#148;); or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Board approval of a liquidation or dissolution of the Company, unless the voting common
equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned,
directly or indirectly, by the Company&#146;s shareholders in substantially the same
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">proportions as such shareholders owned the Company&#146;s outstanding voting common equity interests
immediately prior to such liquidation and such ongoing entity assumes all existing obligations of
the Company to Executive under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Termination Procedure</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Notice of Termination</U>. Any termination of Executive&#146;s employment by the
Company or by Executive during the Employment Period (other than termination pursuant to
Section&nbsp;6(a)) shall be communicated by written Notice of Termination to the other party
hereto in accordance with Section&nbsp;14. For purposes of this Agreement, a &#147;Notice of
Termination&#148; shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive&#146;s employment under the
provision so indicated.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Date of Termination</U>. &#147;Date of Termination&#148; shall mean (i)&nbsp;if Executive&#146;s
employment is terminated by his death, the date of his death, (ii)&nbsp;if Executive&#146;s employment
is terminated pursuant to Section&nbsp;6(b), thirty (30)&nbsp;days after Notice of Termination
(provided that Executive shall not have returned to the substantial performance of his
duties on a full-time basis during such thirty (30)&nbsp;day period), and (iii)&nbsp;if Executive&#146;s
employment is terminated for any other reason, the date on which a Notice of Termination is
given or any later date (within thirty (30)&nbsp;days after the giving of such notice) set forth
in such Notice of Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Compensation Upon Termination or During Disability</U>. In the event Executive is
Disabled or his employment otherwise terminates during the Employment Period, the Company shall
provide Executive with the payments and benefits set forth below. Executive acknowledges and agrees
that the payments set forth in this Section&nbsp;8 constitute liquidated damages for termination of his
employment during the Employment Period.<U> </U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Termination By Company without Cause or By Executive for Good Reason</U>. If
Executive&#146;s employment is terminated by the Company without Cause or by Executive for Good
Reason:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>within five (5)&nbsp;business days following such
termination, the Company shall pay to Executive (A)&nbsp;his Base Salary
earned but unpaid through the Date of Termination, any Bonus payable in
respect of the fiscal year ending prior to the Date of Termination but
not yet paid on the Date of Termination, and any accrued vacation pay
through the Date of Termination (all such amounts described in this
clause (A), collectively, the &#147;Accrued Compensation&#148;), (B)&nbsp;a pro rata
portion of Executive&#146;s then Bonus Opportunity (which shall be the prior
year&#146;s Bonus Opportunity if no Bonus Opportunity has yet been
established for such fiscal year), determined based on the number of
days during the Fiscal Year in which the Date of Termination occurs
that Executive was employed with the Company, relative to 365&nbsp;days
(such payment</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the &#147;Prorata Bonus&#148;), and (C)&nbsp;a lump-sum cash payment equal to 2.99
times (the &#147;Severance Multiple&#148;) the sum of Executive&#146;s (x)&nbsp;Base
Salary as in effect immediately prior to the Date of Termination (or,
if such termination is in the case of Executive&#146;s resignation for
Good Reason pursuant to Section&nbsp;6(d)(ii), Executive&#146;s Base Salary as
in effect immediately prior to the date such Base Salary was reduced)
and (y)&nbsp;highest Bonus paid to Executive in the five-year period
preceding such termination (including, for this purpose, any and all
Bonuses paid to Executive prior to the date of this Agreement)
provided, that, for purposes of this Section&nbsp;8(a)(i), Executive&#146;s
Bonus shall be deemed to be no less than $1,000,000; and</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall maintain in full force and
effect, for the continued benefit of Executive, his spouse and his
dependents for a period of seven (7)&nbsp;years following the Date of
Termination the medical, hospitalization, dental, and life insurance
programs in which Executive, his spouse and his dependents were
participating immediately prior to the Date of Termination at the level
in effect and upon substantially the same terms and conditions
(including without limitation contributions required by Executive for
such benefits) as existed immediately prior to the Date of Termination;
provided, that, if Executive, his spouse or his dependents cannot
continue to participate in the Company programs providing such
benefits, the Company shall arrange to provide Executive, his spouse
and his dependents with the economic equivalent of such benefits which
they otherwise would have been entitled to receive under such plans and
programs (&#147;Continued Benefits&#148;), provided, further, that, such
Continued Benefits shall terminate on the date or dates Executive
receives equivalent coverage and benefits, without waiting period or
pre-existing condition limitations, under the plans and programs of a
subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit, basis); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by no later than the date required under
Section&nbsp;409A of the Internal Revenue Code and the regulations and rules
thereunder (collectively, &#147;Section&nbsp;409A&#148;), the Company shall reimburse
Executive pursuant to Section&nbsp;5 for all expenses described therein that
Executive incurred, but for which Executive did not yet receive
reimbursement, prior to the Date of Termination (such reimbursements,
the &#147;Reimbursement Amounts&#148;); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other
rights, compensation and/or benefits as may be due to Executive in
accordance with the terms and provisions of any agreements, plans or
programs of the Company (the &#147;Accrued Benefits&#148;) and</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Notwithstanding the terms or conditions of any
stock option, stock appreciation right or similar agreements between
the Company and Executive to the contrary, and for purposes thereof,
such agreements shall be deemed to be amended in accordance with this
Section&nbsp;8(a)(v) (if need be as of the Date of Termination) and neither
the Company, the Board nor the Committee shall take or assert any
position contrary to the foregoing: (A)&nbsp;Executive shall vest, as of the
Date of Termination, in all rights under such agreements (including,
without limitation, any stock options and restricted stock awards
outstanding and unvested immediately prior to the Date of Termination);
and (B)&nbsp;with respect to any stock options and stock appreciation
rights, on and after the Date of Termination Executive shall be
permitted to exercise any and all such awards until the end of the
original term of such awards or, as required by Section&nbsp;409A, if
earlier, the tenth anniversary of the date of grant of such awards
(regardless of any termination of employment restrictions contained
therein); and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>within five (5)&nbsp;business days following such
termination, the Company shall pay to Executive a lump-sum payment
equal to the amount of compensation or contributions (as the case may
be) by the Company that Executive would have been entitled to receive
(assuming he would have received the maximum amount payable or
contributable under each plan or arrangement for any year) under any
plan or arrangement he was then participating (or entitled to
participate in) for a seven (7)&nbsp;year period following the Date of
Termination; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any and all insurance benefit plans or
policies for the benefit of Executive shall become the sole property of
Executive and, to the extent applicable, all of the Company&#146;s rights
therein (including repayment of premiums) shall be forfeited by the
Company and, to the extent not already made, the Company shall make, at
such time(s) as may be required under such insurance benefit plans or
policies, all contributions or payments required to be made in order to
maintain such policies for the year in which the Date of Termination
occurs.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>For Cause or By Executive Without Good Reason</U>. If Executive&#146;s employment
is terminated by the Company for Cause or by Executive (other than for Good Reason or due to
Executive&#146;s death or Disability):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>within five (5)&nbsp;business days following such
termination, the Company shall pay Executive all Accrued Compensation;
and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by no later than the date required under
Section&nbsp;409A, the Company shall pay Executive all Reimbursement
Amounts; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other
Accrued Benefits.</TD>
</TR>


</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Disability</U>. During any period that Executive fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness (&#147;Disability Period&#148;),
Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his
employment is terminated pursuant to Section&nbsp;6(b). In the event Executive&#146;s employment is
terminated for Disability pursuant to Section&nbsp;6(b):
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall provide to Executive (A)
within five (5)&nbsp;business days following such termination, all Accrued
Compensation and a lump sum payment equal to the Prorata Bonus, (B)
continued payment of Base Salary (at the rate in effect immediately
prior to such termination) in accordance with the normal payroll
practices of the Company for seven (7)&nbsp;years after such termination,
and (C)&nbsp;Continued Benefits for seven (7)&nbsp;years after such termination;
and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>by no later than the date required under
Section&nbsp;409A, the Company shall pay Executive all Reimbursement
Amounts; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive shall be entitled to any other
Accrued Benefits; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Within five (5)&nbsp;business days following such
termination, the Company shall pay Executive a lump sum payment equal
to the amount of compensation or contributions (as the case may be) by
the Company that Executive would have been entitled to receive
(assuming he would have received the maximum amount payable or
contributable under each plan or arrangement for any year) under any
plan or arrangement he was then participating (or entitled to
participate in) for a seven (7)&nbsp;year period following the Date of
Termination.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Death</U>. If Executive&#146;s employment is terminated by his death:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall pay in a lump sum to
Executive&#146;s beneficiary, legal representatives or estate, as the case
may be, within five (5)&nbsp;business days following such termination, (A)
all Accrued Compensation and (B) $1,000,000 (which may be paid through
insurance);</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall provide Executive&#146;s spouse
and dependents with Continued Benefits for seven (7)&nbsp;years following
such termination; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the Company shall pay Executive&#146;s beneficiary,
legal representatives, or estate, as the case may be, all Reimbursement
Amounts; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive&#146;s beneficiary, legal representatives
or estate, as the case may be, shall be entitled to any other rights,
compensation and benefits as may be due to any such persons or estate
in accordance</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>with the terms and provisions of any agreements, plans or programs of
the Company; and</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Executive&#146;s beneficiary, legal representatives
or estate, as the case may be shall be paid the amount of compensation
or contributions (as the case may be) by the Company that Executive
would have been entitled to receive (assuming he would have received
the maximum amount payable or contributable under each plan or
arrangement for any year) under any plan or arrangement he was then
participating (or entitled to participate in) for a seven (7)&nbsp;year
period following the Date of Termination.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Additional Payments</U>.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment,
award, benefit or distribution (or any acceleration of any payment,
award, benefit or distribution) by the Company or any entity which
effectuates a Change in Control (or other change in ownership or
control within the meaning of Section&nbsp;280G of the Code) to or for the
benefit of Executive (the &#147;Payments&#148;) would be subject to the excise
tax imposed by Section&nbsp;4999 of the Code, or any interest or penalties
are incurred by Executive with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter
collectively referred to as the &#147;Excise Tax&#148;), then the Company shall
pay to Executive an additional payment (a &#147;Gross-Up Payment&#148;) in an
amount such that after payment by Executive of all taxes (including any
Excise Tax and income tax) imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the sum of (x)&nbsp;the
Excise Tax imposed upon the Payments and (y)&nbsp;the product of any
deductions of Executive disallowed because of the inclusion of the
Gross-Up Payment in Executive&#146;s adjusted gross income and the highest
applicable marginal rate of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made. For purposes of
determining the amount of the Gross-Up Payment, Executive shall be
deemed to (A)&nbsp;pay federal income taxes at the highest marginal rates of
federal income taxes at the highest marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, (B)&nbsp;pay
applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up Payment is to be
made, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes, and (C)&nbsp;have
otherwise allowable deductions for federal income tax purposes at least
equal to those which could be disallowed because of the inclusion of
the Gross-Up Payment in Executive&#146;s adjusted gross income.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to the provisions of Section&nbsp;8(e)(i),
all determinations required to be made under this Section&nbsp;8(e),
including whether and when a Gross-Up Payment is required, the amount
of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determinations, shall be made by a nationally recognized public
accounting firm that is selected by Executive (the &#147;Accounting Firm&#148;)
which shall provide detailed supporting calculations both to the
Company and Executive within fifteen (15)&nbsp;business days of the receipt
of notice from the Company or Executive that there has been a Payment,
or such earlier time as is requested by the Company or Executive
(collectively, the &#147;Determination&#148;). All fees and expenses of the
Accounting Firm shall be borne solely by the Company and the Company
shall enter into any agreement requested by the Accounting Firm in
connection with the performance of the services hereunder. The Gross-Up
Payment under this Section 8(e) with respect to any Payments made to
Executive shall be made no later than thirty (30)&nbsp;days following such
Payment. If the Accounting Firm determines that no Excise Tax is
payable by Executive, it shall furnish Executive with a written opinion
to such effect, and to the effect that failure to report the Excise
Tax, if any, on Executive&#146;s applicable federal income tax return should
not result in the imposition of a negligence or similar penalty.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>As a result of the uncertainty in the
application of Section&nbsp;4999 of the Code at the time of the
Determination, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made (&#147;Underpayment&#148;) or
Gross-Up Payments are made by the Company which should not have been
made (&#147;Overpayment&#148;), consistent with the calculations required to be
made hereunder. In the event that Executive thereafter is required to
make payment of any Excise Tax or additional Excise Tax, the Accounting
Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment (together with interest at the rate provided
in Section&nbsp;1274(b)(2)(B) of the Code) shall be promptly paid by the
Company to or for the benefit of Executive. In the event the amount of
the Gross-Up Payment exceeds the amount necessary to reimburse
Executive for his Excise Tax, the Accounting Firm shall determine the
amount of the Overpayment that has been made and any such Overpayment
(together with interest at the rate provided in Section&nbsp;1274(b)(2) of
the Code) shall be promptly paid by Executive (to the extent he has
received a refund if the applicable Excise Tax has been paid to the
Internal Revenue Service) to or for the benefit of the Company.
Executive shall cooperate, to the extent his expenses are reimbursed by
the Company, with any reasonable requests by the Company in connection
with any contest or disputes with the Internal Revenue Service in
connection with the Excise Tax.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Mitigation</U>. Executive shall not be required to mitigate amounts payable under this
Agreement by seeking other employment or otherwise, and there shall be no offset against amounts
due Executive under this Agreement on account of subsequent employment except as specifically
provided herein. Additionally, amounts owed to Executive under this Agreement shall not be offset
by any claims the Company may have against Executive and the Company&#146;s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations hereunder, shall
not 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>Restrictive Covenants</U>.
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Confidential Information</U>. Executive
shall hold in a fiduciary capacity for the benefit of the Company all
trade secrets and confidential information, knowledge or data relating
to the Company and its businesses and investments, which shall have
been obtained by Executive during Executive&#146;s employment by the Company
and which is not generally available public knowledge (other than by
acts by Executive in violation of this Agreement). Except as may be
required or appropriate in connection with his carrying out his duties
under this Agreement, Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or any
legal process, or as is necessary in connection with any adversarial
proceeding against the Company (in which case Executive shall use his
reasonable best efforts in cooperating with the Company in obtaining a
protective order against disclosure by a court of competent
jurisdiction), communicate or divulge any such trade secrets,
information, knowledge or data to anyone other than the Company and
those designated by the Company or on behalf of the Company in the
furtherance of its business or to perform duties hereunder.<U> </U></TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Non-Solicitation</U>. Executive hereby
agrees, in consideration of his employment hereunder and in view of the
confidential position to be held by Executive hereunder, that after his
termination of employment in which he is entitled to the benefits set
forth in Section 8(a) hereof and through the second anniversary
thereof, Executive shall not directly or indirectly induce any employee
of the Company to terminate such employment or to become employed by
any other radio broadcasting station.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Non-Competition</U>. Executive hereby
agrees, in consideration of his employment hereunder and in view of the
confidential position to be held by Executive hereunder, that after his
termination of employment in which he is entitled to the benefits set
forth in Section 8(a) hereof and through the second anniversary
thereof, he shall not be employed by or perform activities on behalf
of, or</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>have an ownership interest in, any person, firm, corporation or other
entity, or in connection with any business enterprise, that is
directly or indirectly engaged in any of the radio, television, or
related business activities in which the Company and its subsidiaries
have significant involvement as of Executive&#146;s applicable Date of
Termination (other than direct or beneficial ownership of up to five
percent (5%) of any entity whether or not in the same or competing
business).</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Blue Pencil</U>. The parties hereby
acknowledge that the restrictions in this Section&nbsp;10 have been
specifically negotiated and agreed to by the parties hereto, and are
limited only to those restrictions necessary to protect the Company and
its subsidiaries from unfair competition. The parties hereby agree
that if the scope or enforceability of any provision, paragraph or
subparagraph of this Section&nbsp;10 is in any way disputed at any time, and
should a court find that such restrictions are overly broad, the court
may modify and enforce the covenant to the extent that it believes to
be reasonable under the circumstances. Each provision, paragraph and
subparagraph of this Section&nbsp;10 is separable from every other
provision, paragraph, and subparagraph and constitutes a separate and
distinct covenant. Executive acknowledges that the Company operates in
major, medium and small sized markets throughout the United States and
North America and that the effect of Section 10(c) may be to prevent
him from working in a competitive business after his termination of
employment hereunder.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Remedies</U>. Executive hereby expressly
acknowledges that any breach or threatened breach by Executive of any
of the terms set forth in Section&nbsp;10 of this Agreement may result in
significant and continuing injury to the Company, the monetary value of
which would be impossible to establish or measure. Therefore,
Executive agrees that the Company shall be entitled to apply for
injunctive relief in a court of appropriate jurisdiction.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Indemnification</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>General</U>. The Company agrees that if Executive is made a party or a
threatened to be made a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a &#147;Proceeding&#148;), by reason of the fact that Executive is or
was a trustee, director or officer of the Company or any subsidiary of the Company or is or
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 employee benefit
plans, whether or not the basis of such Proceeding is alleged action in an official capacity
as a trustee, director, officer, member, employee or agent while serving as a trustee,
director, officer, member, employee or agent, Executive shall be indemnified and held
harmless by the Company to the fullest extent authorized by Texas law, as the same exists or
may hereafter be amended, against all Expenses (as defined below) incurred or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">suffered by Executive in connection therewith, and such indemnification 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 the benefit of his heirs,
executors and administrators.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Expenses</U>. As used in this Agreement, the term &#147;Expenses&#148; shall include,
without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes,
settlements, and costs, attorneys&#146; fees, accountants&#146; fees, and disbursements and costs of
attachment or similar bonds, investigations, and any expenses of establishing a right to
indemnification under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Enforcement</U>. If a claim or request under this Agreement is not paid by the
Company or on its behalf, within thirty (30)&nbsp;days after a written claim or request has been
received by the Company, Executive may at any time thereafter bring suit against the Company
to recover the unpaid amount of the claim or request and if successful in whole or in part,
Executive shall be entitled to be paid also the expenses of prosecuting such suit. All
obligations for indemnification hereunder shall be subject to, and paid in accordance with,
applicable Texas law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Partial Indemnification</U>. If Executive is entitled under any provision of
this Agreement 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 for the portion of such Expenses to which Executive is entitled.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Advances of Expenses</U>. Expenses incurred by Executive in connection with
any Proceeding shall be paid by the Company in advance upon request of Executive that the
Company pay such Expenses; but, only in the event that Executive shall have delivered in
writing to the Company (i)&nbsp;an undertaking to reimburse the Company for Expenses with respect
to which Executive is not entitled to indemnification and (ii)&nbsp;an affirmation of his good
faith belief that the standard of conduct necessary for indemnification by the Company has
been met.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Notice of Claim</U>. Executive shall give to the Company notice of any claim
made against him for which indemnification will or could be sought under this Agreement. In
addition, Executive shall give the Company such information and cooperation as it may
reasonably require and as shall be within Executive&#146;s power and at such times and places as
are convenient for Executive.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Defense of Claim</U>. With respect to any Proceeding as to which Executive
notifies the Company of the commencement thereof:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company will be entitled to participate
therein at its own expense; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Except as otherwise provided below, to the
extent that it may wish, the Company will be entitled to assume the
defense thereof, with counsel reasonably satisfactory to Executive,
which in the Company&#146;s sole discretion may be regular counsel to the
Company and may be counsel to other officers and directors of the
Company or any subsidiary. Executive also shall have the right to
employ</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>his own counsel in such action, suit or proceeding if he reasonably
concludes that failure to do so would involve a conflict of interest
between the Company and Executive, and under such circumstances the
fees and expenses of such counsel shall be at the expense of the
Company.</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company shall not be liable to indemnify
Executive under this Agreement for any amounts paid in settlement of
any action or claim effected without its written consent. The Company
shall not settle any action or claim in any manner which would impose
any penalty or limitation on Executive without Executive&#146;s written
consent. Neither the Company nor Executive will unreasonably withhold
or delay their consent to any proposed settlement.</TD>
</TR>

</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Non-exclusivity</U>. The right to indemnification and the payment of expenses
incurred in defending a Proceeding in advance of its final disposition conferred in this
Section&nbsp;11 shall not be exclusive of any other right which Executive may have or hereafter
may acquire under any statute, provision of the declaration of trust or certificate of
incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders
or disinterested directors or trustees or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Arbitration</U>. Except as provided for in Section&nbsp;10 of this Agreement, if any
contest or dispute arises between the parties with respect to this Agreement, such contest or
dispute shall be submitted to binding arbitration for resolution in San Antonio, Texas in
accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American
Arbitration Association then in effect. The decision of the arbitrator shall be final and binding
on both parties, and any court of competent jurisdiction may enter judgment upon the award. The
Company shall pay all expenses relating to such arbitration, including, but not limited to,
Executive&#146;s legal fees and expenses, regardless of the outcome of such arbitration.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>Successors; Binding Agreement</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Company&#146;s Successors</U>. No rights or obligations of the Company under this
Agreement 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 or
substantially all of the business and/or assets of the Company to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this Agreement,
&#147;Company&#148; shall mean the Company as herein before defined and any successor to its business
and/or assets (by merger, purchase or otherwise), or, in the event of any spin-off of any
subsidiary of the Company, such subsidiary (or any successor thereof) which executes and
delivers the agreement provided for in this Section&nbsp;13 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law. Notwithstanding the
foregoing, the Company may only assign or transfer its rights or obligations to a successor
entity that is solvent and is intended to continue as a going concern.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Executive&#146;s Successors</U>. No rights or obligations of Executive under this
Agreement may be assigned or transferred by Executive other than his rights to payments
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">or benefits hereunder, which may be transferred only by will or the laws of descent and
distribution. Upon Executive&#146;s death, this Agreement and all rights of Executive hereunder
shall inure to the benefit of and be enforceable by Executive&#146;s beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent any such person
succeeds to Executive&#146;s interests under this Agreement. Executive shall be entitled to
select and change a beneficiary or beneficiaries to receive any benefit or compensation
payable hereunder following Executive&#146;s death by giving the Company written notice thereof.
In the event of Executive&#146;s death or a judicial determination of his incompetence, reference
in this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary(ies), estate or other legal representative(s). If Executive should die following
his Date of Termination while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts unless otherwise provided herein shall be paid in
accordance with the terms of this Agreement to such person or persons so appointed in
writing by Executive, or otherwise to his legal representatives or estate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<U>Notice</U>. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered either personally or by United States certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to Executive:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Mark Mays<BR>
200 East Basse Road<BR>
San Antonio, Texas 78209
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">If to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Clear Channel Communications, Inc.<BR>
200 East Basse Road<BR>
San Antonio, Texas 78209<BR>
Attention: Secretary
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Clear Channel Communications, Inc.<BR>
200 East Basse Road<BR>
San Antonio, Texas 78209<BR>
Attention: General Counsel
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 3%; margin-top: 6pt">with a copy to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Akin, Gump, Strauss, Hauer &#038; Feld, L.L.P.<BR>
1700 Pacific Avenue<BR>
Suite&nbsp;4100<BR>
Dallas, Texas<BR>
Attention: J. Kenneth Menges, Jr
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as any party may have furnished to the others in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U>NonDisparagement</U>. In the event of any termination of Executive&#146;s employment,
neither the Company nor Executive shall issue any press release or other public statement or make
any statement (and the Company shall further use its commercially reasonable efforts to prevent any
director, officer, or employees of the Company and its subsidiaries (any of the foregoing, a
&#147;Company Affiliate&#148;) from issuing any press release or other public statement or making any
statement), directly or through any entity or intermediary, which is reasonably intended or
reasonably likely to become public, that is derogatory or disparaging of, or damaging to, that
alleges improper conduct by, or that is reasonably likely or intended to cause damage or
embarrassment (any such statement, a &#147;Prohibited Statement&#148;) to Executive, the Company or any the
Company Affiliate, as applicable; <U>provided</U>, <U>however</U>, that each of Executive, the
Company and any the Company Affiliate, as applicable, shall be permitted to: (i)&nbsp;make any statement
that is required by applicable securities laws or other laws to be included in a filing or
disclosure document; (ii)&nbsp;defend itself or himself (as applicable) against any statement made by
Executive, the Company or any the Company Affiliate, as applicable, that is a Prohibited Statement
regarding Executive, the Company or any the Company Affiliate, as applicable, <I>so long as </I>the
defending party (Executive, the Company or the Company Affiliate, as applicable), (x)&nbsp;reasonably
believes that the statements made in such defense of a Prohibited Statement are not false
statements and (y)&nbsp;makes statements in such defense that are directly responsive to the Prohibited
Statement; and (iii)&nbsp;provide truthful testimony in any legal proceeding; provided, further, in the
case of (i)&nbsp;and (iii)&nbsp;above, each party hereto shall provide the other party hereto with reasonable
advance notice of such statement or testimony. Also in the event of any termination of Executive&#146;s
employment, the Company shall provide Executive and Executive&#146;s counsel a reasonable period of time
to review and comment on any press release to be issued by the Company in respect of such
termination, and the Company is prohibited from issuing any such press release unless and until
Executive approves the press release, which approval shall not be unreasonably withheld.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Miscellaneous</U>. No provisions of this Agreement may be amended, modified, or
waived unless such amendment or modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Company, and such waiver is set forth in writing and signed by the
party to be charged. No waiver by either party hereto at any time of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. The respective rights and obligations of the parties hereunder of this
Agreement shall survive Executive&#146;s termination of employment and the termination of this Agreement
to the extent necessary for the intended preservation of such rights and obligations. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Texas without regard to its conflicts of law principles.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U>Validity</U>. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U>Counterparts</U>. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U>Entire Agreement</U>. Except as other provided herein, this Agreement sets forth the
entire agreement of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or representative of any party
hereto in respect of such subject matter. Except as other provided herein, any prior agreement of
the parties hereto in respect of the subject matter contained herein is hereby terminated and
cancelled; <U>provided, however,</U> that, notwithstanding anything set forth in this Section&nbsp;19,
in the event that the closing of the Merger occurs, this Agreement shall become void ab initio and
the Amended and Restated Employment Agreement dated as of March&nbsp;10, 2005 by and between the Company
and Executive, as amended by the Second Amendment, shall be in full force and effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U>Withholding</U>. All payments hereunder shall be subject to any required withholding
of Federal, state and local taxes pursuant to any applicable law or regulation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<U>Noncontravention</U>. The Company represents that the Company is not prevented from
entering into, or performing this Agreement by the terms of any law, order, rule or regulation, its
by-laws or declaration of trust, or any agreement to which it is a party, other than which would
not have a material adverse effect on the Company&#146;s ability to enter into or perform this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<U>Compliance with Section&nbsp;409A</U>. Notwithstanding anything herein to the contrary,
(i)&nbsp;if at the time of Executive&#146;s termination of employment with the Company Executive is a
&#147;specified employee&#148; as defined in Section&nbsp;409A of the Internal Revenue Code of 1986, as amended
(the &#147;Code&#148;) and the deferral of the commencement of any payments or benefits otherwise payable
hereunder as a result of such termination of employment is necessary in order to prevent any
accelerated or additional tax under Section&nbsp;409A of the Code, then the Company will defer the
commencement of the payment of any such payments or benefits hereunder, including payments for
continued health benefits, (without any reduction in such payments or benefits ultimately paid or
provided to Executive, including, for the avoidance of doubt, reimbursement for expenses paid by
Executive to elect and pay for continuation of health care coverage in accordance with COBRA during
such period) until the date that is six months and one day following Executive&#146;s termination of
employment with the Company (or the earliest date as is permitted under Section&nbsp;409A of the Code)
and (ii)&nbsp;if any other payments of money or other benefits due to Executive hereunder could cause
the application of an accelerated or additional tax under Section&nbsp;409A of the Code, such payments
or other benefits shall be deferred if deferral will make such payment or other benefits compliant
under Section&nbsp;409A of the Code, or otherwise such payment or other benefits shall be restructured,
to the extent possible, in a manner, determined by the Board, that does not cause such an
accelerated or additional tax.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;<U>Section&nbsp;Headings</U>. The section headings in this Agreement are for convenience of
reference only, and they form no part of this Agreement and shall not affect its
interpretation.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
</DIV>

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</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">CLEAR CHANNEL COMMUNICATIONS, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/

&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
first above written.
</DIV>

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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">EXECUTIVE:<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Randall Mays
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Randall Mays&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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