Annual Bonus. In addition to his Base Compensation, Executive shall be eligible to receive each year during the Term, a cash incentive payment (“Bonus”) in an amount determined by the Board based on Executive’s individual performance, the performance of Company and performance goals established by the Board. The target Bonus shall be an amount equal to 75% of Executive’s Base Compensation in effect at the time the Bonus is determined (“Target Bonus”). Such Bonus, if any, shall be paid not later than March 15 of the calendar year following the calendar year in which the Bonus was earned. Except as otherwise stated expressly in this Agreement, Executive must be employed with Company through December 31 of the calendar year during which the Bonus is earned to receive any part of the Bonus payment.

Annual Bonus. Eligibility for an Annual Bonus is based on financial and performance criteria established by Company and approved in the annual budget, and will be paid no later than March 15 each calendar year following the year in which the Bonus was earned. For Calendar Year 2013, Employee’s Target Bonus shall be $375,000.00; of this amount, $187,500.00 shall be guaranteed, and $187,500.00 shall be based on MBO’s based on Employee’s individual performance, as established by Employee and his manager upon his employment. Subsequent to Calendar Year 2013, Employee’s Target Bonus shall be 100% of his Base Salary. The payment of any Bonus shall be within the Short-Term Deferral period under the Internal Revenue Code Section 409A (“[Section 409A]”) and applicable regulations.

Annual Bonus. Eligibility for an annual cash bonus (the "Annual Bonus") is based on financial and performance criteria established by the Company and approved in the annual budget, and will be paid no later than March 15 each calendar year following the calendar year in which the Annual Bonus was earned. For calendar year 2012 and each calendar year thereafter during the Employment Period, [[Organization A:Organization]]'s target bonus (the "Target Bonus") shall be no less than One Million Dollars ($1,000,000.00), and Company will review and consider increases to the Target Bonus at Company’s sole discretion. [[Organization A:Organization]] shall have an opportunity to earn up to 200% of such Target Bonus, in any event subject to meeting applicable performance goals as set forth in this Section 3(c). For the year ending December 31, 2012, [[Organization A:Organization]]'s Annual Bonus will be earned based on the achievement of goals established with respect to the following performance criteria # 50% based on the achievement of an OIBDAN target for Clear Channel International approved by the Board, # 20% based on the achievement of an OIBDAN target for Clear Channel Outdoor - Americas approved by the Board, and # 30% based on the achievement of to be agreed upon MBO targets. For subsequent years, [[Organization A:Organization]]'s Annual Bonus will be earned based on the

Annual Bonus. You shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period of Employment (“Incentive Bonus”); provided, that, you must be employed by the Company at the time the Company pays its annual bonuses generally with respect to any such fiscal year in order to be eligible for an Incentive Bonus with respect to that fiscal year. Your Incentive Bonus amount for a particular fiscal year shall be determined by the Board (or a committee thereof) in its sole discretion, based on the Company’s achievement of certain performance objectives (which may include corporate, business unit or division, financial, strategic or other objectives) and your achievement of individual goals established with respect to that particular fiscal year by the Board (or a committee thereof) in consultation with you.

Annual Bonus. You will be eligible to receive an annual cash bonus of up to 40% of your base salary at the discretion of the Board, and subject to pro ration for 2014.

Incentive Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[•] (the “Incentive Bonus”) on June ​, 2020. As a condition to receiving the Incentive Bonus, you hereby # waive any and all rights to participate in any annual bonus plan established by any member of the Company Group in respect of the 2020 calendar year, # acknowledge and agree that all of your outstanding long-term incentive compensation awards from any member of the Company Group have been cancelled in their entirety and you do not have any further rights with respect to such awards and # acknowledge that such waivers and cancellations do not violate any agreement between you and any member of the Company Group or any compensation plan, program or arrangement of any member of the Company Group, and do not constitute “Good Reason” pursuant to, or otherwise violate, the Severance Plan or any other compensation plan, program, agreement or arrangement of any member of the Company Group.

The amount of the Executive’s annual incentive compensation shall be based on the achievement of the performance goal(s) established for . The Committee shall determine the amount of the annual incentive compensation that may be earned, as well as the performance goals(s) that must be achieved. The potential incentive payout amount and the performance goal(s) will be communicated to the Executive by the Company. Annual incentive compensation, if earned, shall be paid in cash no later than March 1, . If the Executive’s base salary is paid in a currency other than U.S. Dollars, any cash payment hereunder shall be converted to the same currency as the Executive’s base salary using the exchange rate reported in the Wall Street Journal on the business day immediately prior to the date of payment.

Annual Incentive Awards. The Participant shall receive a prorated annual incentive award pursuant to the performance incentive program, if applicable, for the calendar year in which the Participant’s Termination of Employment occurs. The award shall be calculated based solely on 100 percent of the target incentive award and prorated based on the number of calendar days of employment in the calendar year in which the Participant’s termination occurs through the Participant’s Date of Termination. For purposes of this Section 4.4, calendar year shall mean 365 days.

Your target award under the Company’s annual incentive plan (“Incentive Compensation Plan” or “ICP”) for fiscal 2015 will be based on 100% multiplied by your base salary at the end of the fiscal year.

Annual Incentive Plan. In addition to CEO’s base Annual Salary, if CEO is employed by USPB on the last day of any employment year (except as otherwise provided in this Agreement), CEO shall be paid an annual incentive compensation, (“Annual Incentive”) equal to seventy-five one hundredths of a percent (0.75%) of the sum of the total financial benefits to USPB (“USPB Total Benefits”) that exceed $25,000,000. USPB Total Benefits are: # audited fiscal year-end USPB earnings before tax; and # the USPB grid premiums which is the net sum of all USPB unitholder and associate grid premiums and discounts calculated through all USPB grids at all plants, taking into account all calculators including, but not limited to, base price, dressing percent, quality grade, outlier cattle, A/V, Natural, per head category premiums, and other specific categories, less the base price calculator excluding any set base price premium. (Example, if 25 cents per cwt. is paid to a unitholder or associate for one head of cattle over the western Kansas reported USDA average, then 25 cents per cwt. times the weight of the head of cattle would be added to the net grid premium.) This calculation shall be based on the actual cattle delivered by USPB unitholders and associates to National Beef Packing Company, LLC or its successor under the Cattle Purchase and Sale Agreement. In no event shall the nondelivery penalties paid by members be included in the net sum of all USPB member grid premiums under [clause (2) above]. The Annual Incentive is subject to the following: