For the purpose of determining any EPS Bonus, the Company earnings per share will be adjusted to eliminate from net income the effect of: non-cash intangible asset impairment charges and write-downs on investments to realizable values; gains or losses on the sale or other disposition of businesses or investments; items classified as "extraordinary items"; the impact of changes in accounting in the fiscal year of such change; costs of material business restructurings, reorganizations and relocations; and gains and losses from capital and debt issuances and retirements. The Agreement provides that the EPS Bonus will be paid in a mix of cash and time vested restricted stock units ("RSUs") that may be settled in cash or the Company's Class A common stock, except that the EPS Bonus earned for the fiscal year ending June 30, 2014 which will be paid solely in cash. Thus, for fiscal years ending June 30, 2010 through June 30, 2013, the first $5 million of the applicable EPS Bonus will be paid in cash and the remaining balance will be paid one-half in cash and the other half in RSUs. The RSUs will be paid in three equal annual installments for the fiscal years ending June 30, 2010 and June 30, 2011, paid in two equal annual installments for the fiscal year ending June 30, 2012 and one annual installment for the fiscal year ending June 30, 2013. The number of RSUs to be delivered will be calculated by dividing that portion of the EPS Bonus by the average closing price of the Company's Class A common stock on the NASDAQ Global Select Market for the 20-day trading period ending on the date prior to the date on which the cash portion of the EPS Bonus is paid.

Mr. Carey is also eligible to receive grants of stock, options to purchase stock or other stock-related grants consistent with his position and level of responsibility. Any equity-based awards granted to Mr. Carey during the term of the Agreement will continue to vest and be exercisable after the end of the term so long as Mr. Carey is not employed by another company.

During the term of the Agreement, Mr. Carey and his surviving spouse will participate in all the Company's pension and welfare plans, programs and benefits (including each retirement plan, supplemental and excess retirement plan ("SERP"), individual supplemental excess retirement arrangement ("ISERA"), group life insurance, accident and death insurance, medical and dental insurance, sick leave and disability plan and any plan or program providing fringe benefits or perquisites) at the highest levels that are from time to time applicable to senior executives of the Company. In addition, Mr. Carey and his surviving spouse will be entitled to participate, and the Company will pay for, such health and welfare benefits (including medical and dental, disability and life insurance and other similar benefit plans) presently in effect or to be adopted at the highest levels that are from time to time applicable to the highest paid group of senior executives of the Company for their lifetime so long as such benefits are not provided by another employer. The Agreement also provides Mr. Carey with a car allowance and use of a corporate jet or charter jet for business and personal travel in accordance with Company guidelines.

Pursuant to the terms of the Agreement, if Mr. Carey's employment is terminated by the Company for Cause (as defined in the Agreement) or if Mr. Carey resigns without Good Reason (as defined in the Agreement) prior to the expiration of the term of the Agreement, Mr. Carey is entitled to receive: (i) his base salary accrued through the date of termination or resignation; (ii) any bonus earned but not yet paid in respect of any fiscal year or other period ending prior to the date of such termination or resignation; (iii) a pro-rata portion of the EPS Bonus that he would have earned for the fiscal year of such termination if no termination occurred; (iv) SERP and ISERA benefits; (v) any stock-based award grants made prior to the date of such termination or resignation to the extent not yet granted; and (vi) continued lifetime health and welfare benefits for Mr. Carey and his surviving spouse.

In the case of death or disability, Mr. Carey is entitled to receive the payments and benefits listed above, plus: (i) his base salary for the twelve month period after the date of death or disability; (ii) full acceleration and exercisability of any stock appreciation rights, stock options, restricted stock or rights related to stock granted prior to, on or after such date; and (iii) payment of all RSUs granted in connection with any EPS Bonus in accordance with the terms of the Agreement.

If Mr. Carey's employment is terminated by the Company without Cause or if Mr. Carey resigns for Good Reason, he is entitled to receive the same payments and benefits listed above as if his employment was terminated by the Company with Cause or if he resigns without Good Reason, plus (i) a lump sum cash amount equal to the sum of (A) 24 months of his base salary and (B) a lump sum cash amount equal to his EPS Bonus for the fiscal year ended prior to the date of termination; provided, however, that if Mr. Carey's employment is terminated prior to July 1, 2010, he will be entitled to a lump sum cash amount equal to $10 million in lieu of (B) above, and if his employment is terminated after June 30, 2013, he will be entitled to a lump sum cash amount equal to the sum of 12 months of his base salary in lieu of (A) above; (ii) continued medical, disability, dental and life insurance coverage for Mr. Carey and his eligible dependents on the same basis as in effect immediately prior to his termination of employment though the third anniversary of the date of termination; (iii) full acceleration and exercisability of any stock appreciation rights, stock options, restricted stock or rights related to stock granted prior to, on or after Mr. Carey's termination; and (iii) payment of all RSUs granted in connection with any EPS Bonus in accordance with the terms of the Agreement.

The Agreement also provides Mr. Carey with reimbursement for reasonable legal fees and disbursements incurred by Mr. Carey in connection with the negotiation and preparation of the Agreement, as well as those incurred in connection with any dispute over the good faith enforcement of his rights under the Agreement.

As previously disclosed, Mr. Carey will not receive any additional compensation for his service as a member of the Company's Board of Directors.