EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is between Clear Channel Management Services, Inc. (the “Company”) and Robert H. Walls, Jr. (“Employee”).

This Agreement commences on January 1, 2010 (the “Effective Date”) and shall continue until terminated by either party in accordance with Section 7 of this Agreement (the “Employment Period”).

2

3

Employee has access to confidential information and trade secrets including but not limited to the Company Group’s operational, programming, training/employee development, engineering, and sales information, customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company Group treats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside the Company Group except to the extent that (i) it is necessary in connection with performing his duties; (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform the Company Group, shall cooperate with the Company Group to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use Confidential Information in competing, directly or indirectly, with the Company Group. When employment ends, Employee will immediately return all Confidential Information to the Company Group.

To further preserve the Confidential Information, during employment by the Company Group and for twelve (12) months after such employment ends (“Non-Hire Period”), Employee will not, directly or indirectly, (i) hire or engage any current employee of the Company Group, including anyone employed by or providing services to Company Group within the 6-month period preceding Employee’s last day of employment or engagement; (ii) solicit or encourage any employee to terminate employment or services with the Company Group; or (iii) solicit or encourage any employee to accept employment with or provide services to Employee or any business associated with Employee.

To further preserve the Confidential Information, Employee agrees that during employment and for twelve (12) months after employment ends (the “Non-Compete Period”), Employee will not, directly or indirectly, be employed or retained by, own, manage or be connected with, whether as an officer, partner, associate, employee, consultant or otherwise, with: (a) any media representation firm, or any entity or person, engaged in the sale of advertising time in any counties in which Employee has or had duties under this Agreement, regardless of whether such advertising is for terrestrial radio, satellite radio, “high definition” radio, internet audio streaming, cellular, podcast, wireless, on-line and interactive platforms or otherwise; or (b) any entity that is in the business of distributing audio, video and/or data content,

4

whether such distribution is in the form of analog, digital, cellular, broadband, streaming, “high definition” or otherwise, and whether such distribution is received via radio, internet, satellite, wireless or otherwise which is receivable in any counties in which Employee has or had duties under this Agreement. The foregoing, however, shall not prevent Employee’s (i) direct or beneficial ownership of up to two percent (2%) of the publicly traded equity securities of any entity, whether or not in the same or competing business, and (ii) engaging in the practice of law at a law firm, so long as (A) Employee satisfies Employee’s professional obligations to keep and not use the Confidential Information and (B) Employee’s engagement does not include non-legal duties that are likely to assist a competing business (as described within clauses (a) and (b) above in this paragraph).

Employment may be terminated by mutual agreement or:

(i) willful and material misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or a member of the Company Group; or

(ii) willful and material non-performance of duties (other than by reason of disability), willful and material failure to follow lawful directives that are consistent with Employee’s obligations hereunder, or other willful and material breach of this Agreement, in each case after written notice by the Company to Employee specifying the alleged failure; or

(iii) conviction of, or a plea of nolo contendere by, Employee to a misdemeanor involving moral turpitude or a felony; or

(iv) commission of or engaging in any act of fraud, embezzlement, theft or other act of dishonesty by Employee against the Company or any member of the Company Group that causes material and demonstrable injury, monetarily or otherwise, to the Company or a member of the Company Group.

If Company elects to terminate for Cause under (c)(i) or (ii), Employee shall have ten (10) days to cure after written notice, except where such Cause, by its nature, is not curable or the termination is based upon a recurrence of an act previously cured by Employee, and Employee, together with his legal counsel, shall have an opportunity to address the Board with respect to the grounds for Cause upon written request by Employee to the Board within such ten (10) day cure period.

5

6

If Employee breaches the post-employment covenants included in Section 6 hereof during the Non-Compete Period, then Employee shall forfeit any right to the pro-rata portion of the Severance Payment equal to the product of (x) the number of full months remaining in the Non-Compete Period after the date such breach occurs divided by twelve (12) multiplied by (y) the Severance Payment, and Employee shall reimburse such forfeited pro-rata portion of the Severance Payment to the Company. The foregoing shall not affect Company’s right to enforce the Non-Compete pursuant to Section 6.

7

8

The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order.

Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire and belong exclusively to the Company Group, and Employee hereby assigns all such rights to the Company Group. Employee agrees to execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure the Company Group’s rights to the foregoing, including without limitation executing inventors’ declarations and assignment forms. Employee’s cooperation under this paragraph after the end of the Employment Period shall reasonably accommodate his business schedule. Company will pay an hourly rate (based on Base Salary as of the last day of employment) for cooperation that occurs after employment with the Company Group, and reimburse for reasonable expenses, including travel expenses, reasonable attorneys’ fees and costs.

This Agreement shall be binding upon and inure to the benefit of Employee, his heirs and his personal representative or representatives, and upon and inure to the benefit of Company and its respective successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by Employee, other than by will or by the laws of descent and distribution. This Agreement may not be assigned by the Company Group without Employee’s prior written consent.

All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. Additionally, the Company and Employee expressly consent to the personal jurisdiction of the Texas state and federal courts for any lawsuit relating to this Agreement.

9

During and after employment, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, or other actions which relate to events or occurrences during employment. Employee’s cooperation shall reasonably accommodate his business schedule and shall include being available to prepare for discovery or trial and to act as a witness. The Company will pay an hourly rate (based on Base Salary as of the last day of employment) for cooperation that occurs after employment with the Company Group, and reimburse for reasonable expenses, including travel expenses, reasonable attorneys’ fees and costs.

The Company Group shall defend and indemnify Employee for acts committed in the course and scope of employment.

10

Employee shall keep all terms of this Agreement confidential, except as may be disclosed to Employee’s spouse, accountants or attorneys. Employee represents that he is under no contractual or other restriction inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the rights of the Company Group. Employee represents that he is under no disability that would hinder the performance of his duties.

11

This Agreement is not effective unless fully executed by all parties. This Agreement, including the recitals and provisions of Exhibits A, B and C hereto (which are incorporated into and are a part of this Agreement) and the documents referred to therein, contains the entire agreement of the parties and supersedes any prior written or oral agreements or understandings between the parties. No modification shall be valid unless in writing and signed by the parties. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. If any provision of this Agreement shall, for any reason, be held unenforceable, such unenforceability shall not affect the remaining provisions hereof, except as specifically noted in this Agreement, or the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law. Company and Employee agree that the restrictions contained in Sections 5 and 6 are reasonable in scope and duration and are necessary to protect Confidential Information. If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of Sections 5 or 6, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until he permanently ceases such violation. All provisions of this Agreement having or contemplated as having continued application from and after the termination of the Employment Period shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period. The language used in this Agreement shall be deemed to be the

12

language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

Upon full execution by all parties, this Agreement shall be effective on the Effective Date. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

13

EXHIBIT A

TO

EMPLOYMENT AGREEMENT

Employee is permitted to engage in the following activities:

Texas Children’s Hospital – advisory board member

The Chinquapin School – board member

West Houston Young Life – committee member

National Specialty Alloys LLC – board member (transition during the first twelve (12) months following the Effective Date)

During the first twelve (12) months following the Effective Date, administrative and fiduciary commitments (i.e., partnership assignment and withdrawal documents, record keeping, making tax filings, reviewing financial statements and tax returns, and similar functions) with respect to, and interests in, Employee’s transition from the following entities: National Specialty Alloys LLC, Post Oak Energy Capital, LP, Post Oak Energy Advisors, LLC and Post Oak Energy Holdings, LLC

A-1

EXHIBIT B TO EMPLOYMENT AGREEMENT

SEVERANCE AGREEMENT AND GENERAL RELEASE

This Severance Agreement and General Release (“Agreement”) is made and entered into by Robert H. Walls, Jr. (hereinafter referred to as “Employee”) and Clear Channel Management Services, Inc. (hereinafter referred to as “Company”).

(a) In return for this Agreement and in full and final settlement, compromise, and release of all of Employee’s claims (as described in Section 3 below), and provided Employee does not revoke this Agreement, Company agrees to pay as severance to Employee on the date that is 60 days after the Termination Date (the “Payment Date”) the sum of (i) $             (the “Severance Payment”) plus (ii) $             (the “Pro-Rata Bonus”). Both the Severance Payment and the Pro-Rata Bonus shall be subject to applicable federal and state withholding and all other ordinary payroll deductions. Employee hereby acknowledges the sufficiency of these payments from Company.¹

(b) If Employee breaches the post-employment covenants included in Section 6 of the Employment Agreement entered into by and between Company and Employee effective as of January 1, 2010 (the “Employment Agreement”) during the twelve (12) month period commencing on the Termination Date (the “Non-Compete Period”), then Employee shall forfeit

B-1

EXHIBIT B TO EMPLOYMENT AGREEMENT

any right to the pro-rata portion of the Severance Payment equal to the product of (x) the number of full months remaining in the Non-Compete Period after the date such breach occurs divided by twelve (12) multiplied by (y) the Severance Payment (less applicable tax withholding), and Employee shall reimburse such forfeited pro-rata portion of the Severance Payment to Company. The foregoing shall not affect Company’s right to enforce the Non-Compete pursuant to Section 6 of the Employment Agreement.

(a) Employee affirms that he has not filed, caused to be filed, and/or is not presently a party to any claim, complaint, or action against any member of the Company Group (as defined in 3(b)) in any forum or form.

(b) Employee hereby irrevocably and unconditionally releases and forever discharges Company, Clear Channel Communications, Inc., Clear Channel Outdoor Holdings, Inc., CC Media Holdings, Inc. and all of each of their past, present and future parents, subsidiaries and affiliates and their employees, officers, directors, agents, insurers and legal counsel (hereinafter referred to as the “Company Group”) from any and all claims, demands, causes of action, and liabilities of any nature, both past and present, known and unknown, resulting from any act or omission of any kind occurring on or before the date of execution of this Agreement which arise under contract or common law, or any federal, state or local law, regulation or ordinance. Employee understands and agrees that Employee’s release of claims includes, but is not limited to, the following: all claims, demands, causes of action and liabilities for past or future loss of pay or benefits, expenses, damages for pain and suffering, punitive damages, compensatory damages, attorney’s fees, interest, court costs, physical or mental injury, damage to reputation, and any other injury, loss, damage or expense or equitable remedy of any kind whatsoever.

B-2

EXHIBIT B TO EMPLOYMENT AGREEMENT

(c) Employee additionally hereby irrevocably and unconditionally releases and forever discharges the Company Group from any and all claims, demands, causes of action and liabilities arising out of or in any way connected with, directly or indirectly, Employee’s employment with the Company Group or any incident thereof, including, without limitation, his treatment by the Company Group or any other person, the terms and conditions of his employment, and any and all possible state or federal statutory and/or common law claims, including but not limited to:

(a) All claims which he might have arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; The Civil Rights Act, 42 U.S.C. § 1981 and § 1988; Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq.; Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101, et seq.; The Family and Medical Leave Act of 1993, as amended, 29 U.S.C. § 2601, et seq.; The Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; The Older Worker Benefit Protection Act of 1990; The Immigration Reform and Control Act, as amended; and/or, The Occupational Safety and Health Act, as amended;

(b) All contractual claims for any wages or other employment benefits owed as a result of Employee’s separation from Company Group;

(c) All claims arising under the Civil Rights Act of 1991, 42 U.S.C. § 1981a; and,

(d) All other claims, whether based on contract, tort (personal injury), or statute, arising from Employee’s employment, the separation from that employment, or any investigation and/or interview conducted by or on behalf of the Company Group.

B-3

EXHIBIT B TO EMPLOYMENT AGREEMENT

(d) Employee does not waive rights or claims which cannot be waived by law, including, but not limited to, the right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or its state equivalent, or to participate in an agency investigation, although Employee does waive any right to monetary recovery should the EEOC or other state or federal administrative or governmental agency pursue claims against the Company Group on Employee’s behalf.

(e) Employee does not waive or release (a) any of Employee’s rights to Accrued Base Salary (as defined in the Employment Agreement) or Unpaid Prior Year Bonus (as defined in the Employment Agreement), in each case if earned but unpaid as of the date this Agreement is executed, (b) any claim for or right to indemnification under the policies or governing instruments of the Company Group, including, without limitation, for the advance of costs and expenses relating to any claims for which indemnification may be available, and for coverage under any directors and officers liability insurance policies maintained by the Company Group, (c) any claim for benefits under any employee benefit plan maintained by the Company Group, (d) any claim in respect of Employee’s equity interests (including, without limitation, phantom awards, performance awards and stock options) in the Company Group that Employee continues to hold after the Termination Date, and (e) any other claim in respect of the obligations of a member of the Company Group under any agreement to which Employee and such member of the Company Group are parties, to the extent that such agreement remains in force after the date hereof.

(f) Employee does not waive rights or claims that arise following the execution of this Agreement.

B-4

EXHIBIT B TO EMPLOYMENT AGREEMENT

(a) Employee agrees that this Agreement binds him and also binds his spouse, children, heirs, executors, administrators, assigns, agents, partners, successors in interest, and all other persons and entities in privity with him.

(b) Employee promises and represents that he will not disclose, disseminate, or publicize, or cause or permit to be disclosed, disseminated, or publicized, any of the terms of this Agreement, except (1) to advisors, attorneys, accountants, representatives or members of Employee’s immediate family, provided that any individual to whom such disclosure is made agrees to abide by the terms of this Section; (2) to the extent necessary to report income to appropriate taxing authorities; (3) in response to an order or subpoena of a court of competent jurisdiction; or (4) in response to any subpoena issued by a state or federal governmental agency.

(c) Employee promises and represents that he will not make or cause to be made any derogatory, negative or disparaging statements, either written or verbal, about Company. Company promises and represents that the Company Group will cause its senior executive officers and directors to not make any derogatory, negative or disparaging statements, either written or verbal, about Employee.

(d) Employee promises and represents that he has returned all Confidential Information (as defined in Section 4 of the Employment Agreement) to Company. Employee acknowledges and affirms his continuing obligations under Sections 4, 5, 6 and 15 of the Employment Agreement, which covenants Employee expressly agrees are incorporated into and made a part of this Agreement by reference. Company and Employee agree that the restrictions contained in Sections 5 and 6 of the Employment Agreement (the “Non-Hire and

B-5

EXHIBIT B TO EMPLOYMENT AGREEMENT

Non- Compete”), which sections have been incorporated into and made a part of this Agreement by reference, are reasonable in scope and duration and are necessary to protect Confidential Information (as defined in the Employment Agreement). If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of the Non-Hire and Non-Compete, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until he permanently ceases such violation.

(e) Employee and Company each acknowledge and affirm their continuing obligations under Sections 9 and 12 of the Employment Agreement, which provisions Employee and Company expressly agree are incorporated into and made a part of this Agreement by reference.

(f) Company acknowledges and represents its continuing obligations under Sections 3(g) and 13 of the Employment Agreement, which provisions Company expressly agrees are incorporated into and made a part of this Agreement by reference.

(g) It is the intent of Company and Employee that the payments and benefits under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (collectively, “Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or for any damages for failing to

B-6

EXHIBIT B TO EMPLOYMENT AGREEMENT

comply with Section 409A with respect to the payments and benefits under this Agreement. To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(h) This Agreement is not effective unless fully executed by all parties. This Agreement contains the entire understanding between Employee and Company and supersedes all prior written or oral agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated unless such modification, amendment, or termination is executed in writing by Employee and an authorized representative of Company. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to later enforce any provision. A waiver of the breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term or condition. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings in this Agreement are inserted for convenience of reference only and shall not control the meaning of any provision hereof.

B-7

EXHIBIT B TO EMPLOYMENT AGREEMENT

(i) Dispute Resolution.

(a) Injunctive Relief. Employee agrees that irreparable damages to Company will result from Employee’s breach of this Agreement, including loss of revenue, loss of goodwill associated with Employee as a result of employment, and/or loss of the benefit to Company of any training, confidential, and/or trade secret information provided to Employee, and any other tangible and intangible investments made to and on behalf of Employee. A breach or threat of breach of this Agreement shall give the non-breaching party the right to seek a temporary restraining order and a preliminary or permanent injunction enjoining the breaching party from violating this Agreement in order to prevent immediate and irreparable harm. The breaching party shall pay to the non-breaching party reasonable attorneys’ fees and costs associated with enforcement of this Agreement, including any appeals. Pursuit of equitable relief under this Agreement shall have no effect regarding the continued enforceability of the Arbitration Section below. Remedies for breach under this Section are cumulative and not exclusive; the parties may elect to pursue any remedies available under this Agreement.

(b) Binding Arbitration. Any disputes that relate in any way to the provisions of this Agreement shall be resolved by binding arbitration in accordance with the terms and provisions of Section 14(b) of the Employment Agreement, which terms and provisions are incorporated into and made part of this Agreement by reference. Company will pay the actual costs of arbitration excluding attorneys’ fees. Unless otherwise provided by law and awarded by the arbitrator, the losing party shall pay its own attorneys’ fees and other costs and shall reimburse the prevailing party for its attorneys’ fees and other costs.

B-8

EXHIBIT B TO EMPLOYMENT AGREEMENT

(j) Employee may take up to twenty-one (21) days from receipt of this Agreement to decide whether to accept this Agreement. Employee may actually accept and sign this Agreement at any time within this 21-day period, but Employee is not required to do so by Company. If Employee has not signed and delivered this Agreement to Company such that this Agreement is no longer subject to revocation as of the Payment Date, Company’s offer to pay the Severance Payment and Pro-Rata Bonus is revoked by Company. In deciding whether to accept the terms of this Agreement, Employee is also advised that he may revoke this entire release up to seven days following its execution.

(k) Notice Regarding Attorney: Employee is hereby advised to consult with an attorney of his choice, at his expense, before signing this Agreement.

(l) Unless otherwise specified or required by statute in a particular jurisdiction which expressly pertains to an employment relationship (e.g., wage payment timing, tax withholding, etc.), all construction and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.

(m) Employee agrees that, if any single section or clause of this Agreement should be found invalid or unenforceable, it shall be severed and the remaining sections and clauses enforced in accordance with the intent of this Agreement.

(n) Employee represents and certifies that he (1) has received a copy of this Agreement for review and study and has had ample time to review it before signing; (2) has read this Agreement carefully; (3) has been given a fair opportunity to discuss and negotiate the terms of this Agreement; (4) understands its provisions; (5) has been advised to consult with an

B-9

EXHIBIT B TO EMPLOYMENT AGREEMENT

attorney; (6) has determined that it is in his best interest to enter into this Agreement; (7) has not been influenced to sign this Agreement by any statement or representation by Company not contained in this Agreement; and (8) enters into this Agreement knowingly and voluntarily.

(o) This Agreement must be delivered to:                              within the time specified herein and no longer subject to revocation as of the Payment Date in order to be effective. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

APPROVED BY [HR/LEGAL]: [INITIALS]

B-10

EXHIBIT C TO EMPLOYMENT AGREEMENT

WRITTEN CERTIFICATION OF

CLEAR CHANNEL MANAGEMENT SERVICES, INC.

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 Employee’s 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:

C-1