This excerpt taken from the CCO 8-K filed Jan 5, 2010.
DATED , 2011
WHEREAS, pursuant to Section 3(d) of that certain Employment Agreement entered into by and between Clear Channel Management Services, Inc. (the Company) and Robert H. Walls, Jr. (Employee) dated January 1, 2010 (the Employment Agreement), the actual annual bonus payable to Employee with respect to performance during the 2010 calendar year (the 2010 Annual Bonus) shall be determined by the Company, during early 2011, based upon satisfaction by the Company and Employee, as applicable, during 2010 of financial and performance criteria established by the Company during early 2010; and
WHEREAS, in cooperation with the Company Deutsche Bank AG has established that certain irrevocable Letter of Credit No. 839BGC0900 (the Letter of Credit) in Employees favor as beneficiary for drawings up to U.S. Dollars 1,000,000.00 (One Million and 00/100 U.S. Dollars) (the Target Bonus), which Letter of Credit shall expire when (a) drawn upon by Employee, (b) the 2010 Annual Bonus is otherwise paid in full to Employee by the Company or (c) there is a good faith determination by the Company that no 2010 Annual Bonus is payable to Employee pursuant to the provisions of Section 3(d) of the Employment Agreement; and
WHEREAS, the parties to the Employment Agreement have agreed that Employee shall draw on the Letter of Credit in full and complete satisfaction of any and all obligations of the Company (or any other entity, including, without limitation, any affiliate or subsidiary of the Company) to Employee under Section 3(d) of the Employment Agreement with respect to the 2010 calendar year in the amount specified by the Company in this written certification.
NOW, THEREFORE, the Company hereby certifies, as of the date set forth above, as follows: