Common use of EBITDA Bonus Clause in Contracts

EBITDA Bonus. During the Term, Executive is eligible to earn an annual EBITDA Bonus (“EBITDA Bonus”) of up to $156,000 (the “Bonus Potential”) based on the Consolidated EBITDA (as defined below). (a) To determine what percentage, if any, of the Bonus Potential that Executive has earned for any given Fiscal Year (as defined below) during the Term, the Company shall measure the applicable year’s Consolidated EBITDA (as defined below) against a minimum and a maximum threshold: (i) the minimum threshold shall be the Consolidated EBITDA amount achieved by the Company for the immediate preceding Fiscal Year (the “Minimum Threshold”); and (ii) the maximum threshold shall be determined by the Company each Fiscal Year as set forth in the Annual Budget adopted pursuant to Section 5.2(a)(i) of that certain Limited Liability Company Agreement of Holdco, dated January 1, 2012, and any amendments and restatements thereto (the “Holdco LLC Agreement”) (the “Maximum Threshold”). By way of example only, if the Consolidated EBITDA for the Fiscal Year 2012 is $8,000,000, then the Minimum Threshold for the EBITDA Bonus for the Fiscal Year 2013 shall be $8,000,000. (b) Executive shall be eligible to earn this Bonus Potential as follows: (i) If the Consolidated EBITDA in any Fiscal Year is less than or equal to the Minimum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal 0% of the Bonus Potential. (ii) If the Consolidated EBITDA in any Fiscal Year is equal to or greater than the Maximum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal 100% of the Bonus Potential. (iii) If the Consolidated EBITDA (as defined below) in any Fiscal Year is between the Minimum Threshold for such Fiscal Year and the Maximum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal the applicable proportionate pro rata percentage of the Bonus Potential. By way of example only, if the Minimum Threshold for Fiscal Year 2013 is $8,000,000 and the Maximum Threshold for Fiscal Year 2013 is $9,000,000, and the Consolidated EBITDA in Fiscal Year 2013 is $8,500,000, then Executive shall earn 50% of the Bonus Potential for Fiscal Year 2013. (c) The EBITDA Bonus for any given Fiscal Year shall be reduced by the Distributions of Operating Cash Flow made, in accordance with Section 7.1 of the Holdco LLC Agreement, to Executive with respect to such Fiscal Year. (d) The EBITDA Bonus shall be paid within 105 days after the end of the Fiscal Year during which the Consolidated EBITDA threshold is achieved. (e) For purposes hereof, (i) “Consolidated EBITDA” means, with respect to any period, for Holdco and its consolidated affiliates and subsidiaries, the consolidated net income of Holdco and such affiliates and subsidiaries for such period plus, to the extent deducted in determining such consolidated net income, without duplication, (1) consolidated interest expense for such period, (2) consolidated tax expense for such period, (3) consolidated depreciation and amortization, as well as non-cash stock-based compensation, for such period, in the case of (1), (2) and (3) as determined in accordance with United States generally accepted accounting principles, as in effect from time to time, and (4) non-recurring components of net income, such as unusual or infrequent items, discontinued operations, extraordinary items, and prior period adjustments, as determined in the good faith judgment of the CEO; and (ii) “Fiscal Year” means the fiscal year of Holdco, which shall be a calendar year. Consolidated EBITDA shall be determined from Holdco’s audited consolidated financial statements prepared by Holdco’s accountants within 90 days after the end of each Fiscal Year. During the Term and until such time as the Company has paid the EBITDA Bonus to Executive, Holdco shall keep at Holdco’s principal executive offices accurate and complete books and records that reflect Holdco’s and its consolidated subsidiaries’ results of operations for all periods during the Term to the extent necessary to enable calculation of Consolidated EBITDA, and such books and records shall be subject to the reasonable review of Executive from time to time.

EBITDA Bonus. During the Term, Executive The business model of Holdings LLC is eligible to earn an annual EBITDA Bonus attached hereto as Exhibit A (“EBITDA Bonus”) of up to $156,000 (the “Bonus Potential”) based on the Consolidated EBITDA (as defined below). (a) To determine what percentage, if any, of the Bonus Potential that Executive has earned for any given Fiscal Year (as defined below) during the Term, the Company shall measure the applicable year’s Consolidated EBITDA (as defined below) against a minimum and a maximum threshold: (i) the minimum threshold shall be the Consolidated EBITDA amount achieved by the Company for the immediate preceding Fiscal Year (the “Minimum Threshold”); and (ii) the maximum threshold shall be determined by the Company each Fiscal Year as set forth in the Annual Budget adopted pursuant to Section 5.2(a)(i) of that certain Limited Liability Company Agreement of Holdco, dated January 1, 2012, and any amendments and restatements thereto (the “Holdco LLC Agreement”) (the “Maximum Threshold”). By way of example only, if the Consolidated EBITDA for the Fiscal Year 2012 is $8,000,000, then the Minimum Threshold for the EBITDA Bonus for the Fiscal Year 2013 shall be $8,000,000. (b) Executive shall be eligible to earn this Bonus Potential as follows: (i) If the Consolidated EBITDA in any Fiscal Year is less than or equal to the Minimum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal 0% of the Bonus Potential. (ii) If the Consolidated EBITDA in any Fiscal Year is equal to or greater than the Maximum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal 100% of the Bonus Potential. (iii) If the Consolidated EBITDA (as defined below) in any Fiscal Year is between the Minimum Threshold for such Fiscal Year and the Maximum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal the applicable proportionate pro rata percentage of the Bonus Potential. By way of example only, if the Minimum Threshold for Fiscal Year 2013 is $8,000,000 and the Maximum Threshold for Fiscal Year 2013 is $9,000,000, and the Consolidated EBITDA in Fiscal Year 2013 is $8,500,000, then Executive shall earn 50% of the Bonus Potential for Fiscal Year 2013. (c) The EBITDA Bonus for any given Fiscal Year shall be reduced by the Distributions of Operating Cash Flow made, in accordance with Section 7.1 of the Holdco LLC Agreement, to Executive with respect to such Fiscal Year. (d) The EBITDA Bonus shall be paid within 105 days after the end of the Fiscal Year during which the Consolidated EBITDA threshold is achieved. (e) For purposes hereof, (i) “Consolidated EBITDA” means, with respect to any period, for Holdco and its consolidated affiliates and subsidiaries, the consolidated net income of Holdco and such affiliates and subsidiaries for such period plus, to the extent deducted in determining such consolidated net income, without duplication, (1) consolidated interest expense for such period, (2) consolidated tax expense for such period, (3) consolidated depreciation and amortization, as well as non-cash stock-based compensation, for such period, in the case of (1), (2) and (3) as determined in accordance with United States generally accepted accounting principles, as in effect from time to time, the "Muzak Model"); provided, that the Muzak Model may be subject to adjustment from time to time if approved in writing by Holdings LLC, the Company, Executive and ABRY Broadcast Partners III, L.P. (4"ABRY"), provided further, that if Actual EBITDA for fiscal year 2003 is less than Targeted EBITDA for fiscal year 2003, the Company will modify the Muzak Model to adjust the Targeted EBITDA for the following fiscal years accordingly. Commencing with fiscal year 2004 and in addition to the Base Salary and Annual Bonus (if any), if Holdings LLC's EBITDA (on a consolidated basis) non-recurring components of net income, such for a fiscal year as unusual or infrequent items, discontinued operations, extraordinary items, and prior period adjustments, as determined set forth in the good faith judgment audited financial statements for such fiscal year (the "Actual EBITDA") exceeds Holdings LLC's EBITDA (on a consolidated basis) target set forth in the Muzak Model for such fiscal year (the "Targeted EBITDA") by at least two and one-half percent (2.5%), Executive shall be entitled to receive a bonus (as in effect from time to time, the "EBITDA Bonus") following the end of such fiscal year during the CEOEmployment Period as follows: (i) if Actual EBITDA exceeds Targeted EBITDA for such fiscal year by two and one-half percent (2.5%), Executive shall receive an EBITDA Bonus in an amount equal to $25,000; (ii) if Actual EBITDA exceeds Targeted EBITDA for such fiscal year by more than two and one-half percent (2.5%) but less than or equal to five percent (5%), Executive shall receive an EBITDA Bonus in an amount equal to $50,000; or (iii) if Actual EBITDA exceeds Targeted EBITDA for such fiscal year by more than five percent (5%), Executive shall receive an EBITDA Bonus in an amount equal to $100,000. The EBITDA Bonus, if awarded, for a fiscal year shall be paid in a single payment within thirty (30) days after the audited financial statements for such fiscal year have been delivered and reviewed by the Board. For any fiscal year which Executive is not employed by the Company at the end of such fiscal year, Executive shall not be entitled to receive any EBITDA Bonus; provided, that if (i) the Company terminates the Executive's employment without Company's Good Reason (except if termination is a result of death or disability) or the Executive terminates his employment for Executive's Good Reason and (ii) “Fiscal Year” means Actual EBITDA as of the fiscal year effective date of HoldcoExecutive's termination exceeds Targeted EBITDA as of such effective date of Executive's termination by at least two and one-half percent (2.5%), which Executive shall be entitled to receive an EBITDA Bonus on a calendar year. Consolidated EBITDA shall be determined from Holdco’s audited consolidated financial statements prepared pro rata basis according to the number of days Executive is employed by Holdco’s accountants within 90 days after the end of each Fiscal Year. During the Term and until such time as the Company has paid the EBITDA Bonus to Executive, Holdco shall keep at Holdco’s principal executive offices accurate and complete books and records that reflect Holdco’s and its consolidated subsidiaries’ results of operations for all periods during the Term to the extent necessary to enable calculation of Consolidated EBITDA, and in such books and records shall be subject to the reasonable review of Executive from time to timefiscal year.

EBITDA Bonus. During the Termterm of this Agreement, Executive is eligible shall be entitled to earn receive an annual EBITDA Bonus incentive cash bonus with respect to each fiscal year of the Company, equal to four percent (“EBITDA Bonus”4%) of up to $156,000 (the “Pre-Bonus Potential”) based on the Consolidated EBITDA (as defined below). (a) To determine what percentage, if any, of the Bonus Potential that Executive has earned for any given Fiscal Year (as defined below) during the Term, the Company shall measure the applicable year’s Consolidated EBITDA (as defined below) against for such year to the extent that the Company’s Pre-Bonus EBITDA for such year equal’s the target approved of by the Board for such year (the “PB EBITDA Target”). In the event the Company achieves Pre-Bonus EBITDA for a minimum and fiscal year less than the PB EBITDA Target but in excess of 80% of the PB EBITDA Target (the “Threshold EBITDA”), Executive shall be entitled to a maximum threshold: bonus equal to (ia) four percent (4%) of the minimum threshold PB EBITDA Target, multiplied by (b) a fraction, the numerator of which shall be the Consolidated amount by which actual Pre-Bonus EBITDA amount achieved by the Company for such fiscal year exceeds the immediate preceding Fiscal Year Threshold EBITDA for such year, and the denominator of which shall be the amount by which the PB EBITDA Target for such fiscal year exceeds the Threshold EBITDA for such year. In the event Pre-Bonus EBITDA in any fiscal year exceeds the PB EBITDA Target for such year, Executive’s bonus payable under this Section 4.3(a) shall be increased so as to equal the sum of (i) four percent (4%) of the “Minimum Threshold”); and PB EBITDA Target for such year, plus (ii) the maximum threshold Applicable Percentage (defined below) of the amount by which actual Pre-Bonus EBITDA for such year exceeds the PB EBITDA Target for such year. The “Applicable Percentage” shall be determined a percentage of between 4.0% and up to a maximum of 10%, increasing by 0.5% for each 1% increase in actual Pre-Bonus EBITDA over the Company each Fiscal Year as set forth in the Annual Budget adopted pursuant to Section 5.2(a)(i) of that certain Limited Liability Company Agreement of Holdco, dated January 1, 2012, and any amendments and restatements thereto (the “Holdco LLC Agreement”) (the “Maximum Threshold”)PB EBITDA Target. By way of example onlyexample, assuming the PB EBITDA Target for a fiscal year is $10 million, if the Consolidated EBITDA for the Fiscal Year 2012 is $8,000,000, then the Minimum Threshold for the EBITDA Bonus for the Fiscal Year 2013 shall be $8,000,000. (b) Executive shall be eligible to earn this Bonus Potential as follows: (i) If the Consolidated actual Pre-Bonus EBITDA in any Fiscal Year is less than or equal to the Minimum Threshold for such Fiscal Yearyear is $10.1 million, then Executive’s EBITDA Bonus for such Fiscal Year the Applicable Percentage will equal 0% of the Bonus Potential. be 4.5%, (ii) If the Consolidated actual Pre-Bonus EBITDA in any Fiscal Year is equal to or greater than the Maximum Threshold for such Fiscal Yearyear is $10.2 million, then Executive’s EBITDA Bonus for such Fiscal Year the Applicable Percentage will equal 100% of the Bonus Potential. be 5.0%, and (iii) If the Consolidated actual Pre-Bonus EBITDA (as defined below) in any Fiscal Year is between the Minimum Threshold for such Fiscal Year and the Maximum Threshold for such Fiscal Year, then Executive’s EBITDA Bonus for such Fiscal Year will equal the applicable proportionate pro rata percentage of the Bonus Potential. By way of example only, if the Minimum Threshold for Fiscal Year 2013 year is $8,000,000 and the Maximum Threshold for Fiscal Year 2013 is $9,000,000, and the Consolidated EBITDA in Fiscal Year 2013 is $8,500,000, then Executive shall earn 50% of the Bonus Potential for Fiscal Year 2013. (c) The EBITDA Bonus for any given Fiscal Year shall be reduced by the Distributions of Operating Cash Flow made, in accordance with Section 7.1 of the Holdco LLC Agreement, to Executive with respect to such Fiscal Year. (d) The EBITDA Bonus shall be paid within 105 days after the end of the Fiscal Year during which the Consolidated EBITDA threshold is achieved. (e) For purposes hereof, (i) “Consolidated EBITDA” means, with respect to any period, for Holdco and its consolidated affiliates and subsidiaries11.2 million, the consolidated net income of Holdco and such affiliates and subsidiaries for such period plus, to Applicable Percentage will be 10.0%. Attached as Schedule A hereto is a schedule illustrating in greater detail the extent deducted in determining such consolidated net income, without duplication, (1) consolidated interest expense for such period, (2) consolidated tax expense for such period, (3) consolidated depreciation and amortization, as well as non-cash stock-based compensation, for such period, in the case of (1bonuses payable under this Section 4.3(a), (2) and (3) as determined in accordance with United States generally accepted accounting principles, as in effect from time to time, and (4) non-recurring components of net income, such as unusual or infrequent items, discontinued operations, extraordinary items, and prior period adjustments, as determined in the good faith judgment of the CEO; and (ii) “Fiscal Year” means the fiscal year of Holdco, which shall be a calendar year. Consolidated EBITDA shall be determined from Holdco’s audited consolidated financial statements prepared by Holdco’s accountants within 90 days after the end of each Fiscal Year. During the Term and until such time as the Company has paid the EBITDA Bonus to Executive, Holdco shall keep at Holdco’s principal executive offices accurate and complete books and records that reflect Holdco’s and its consolidated subsidiaries’ results of operations for all periods during the Term to the extent necessary to enable calculation of Consolidated EBITDA, and such books and records shall be subject to the reasonable review of Executive from time to time.