1986 Uses in Excise Tax Clause

Excise Tax from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of June 3, 2005, between NEXTMEDIA GROUP, INC., a Delaware corporation (Employer) and STEVEN DINETZ (Executive).

Excise Tax. Notwithstanding anything herein to the contrary, if it is determined that any payment or benefit provided by Employer to Executive (whether hereunder or otherwise, and including any payments or benefits provided pursuant to this Agreement) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), or any interest or penalties with respect to such excise tax or any other similar excise tax or surcharge imposed by any applicable federal or state law, rule or regulation (such excise tax or surcharge together with any interest or penalties thereon, the Excise Tax), then Executive shall be entitled to an additional cash payment (a Gross-Up Payment) in an amount that will place Executive in the same after-tax economic position as Executive would have been in had the Excise Tax not applied to the payment or benefit. The amount of the Gross-Up Payment shall be determined by Employers regular independent auditors. No Gross-Up Payment shall be payable hereunder if Employers auditors determine that such payments or benefits are not subject to an Excise Tax. Employer shall be responsible for the payment of any fees and expenses of such auditors for any services provided in connection with any determination of a Gross-Up Payment.

Excise Tax from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of April 1, 2005, between NEXTMEDIA GROUP, INC., a Delaware corporation (Employer) and JEFFREY DINETZ (Executive).

Excise Tax. Notwithstanding anything herein to the contrary, if it is determined that any payment or benefit provided by Employer to Executive (whether hereunder or otherwise, and including any payments or benefits provided pursuant to this Agreement) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), or any interest or penalties with respect to such excise tax or any other similar excise tax or surcharge imposed by any applicable federal or state law, rule or regulation (such excise tax or surcharge together with any interest or penalties thereon, the Excise Tax), then Executive shall be entitled to an additional cash payment (a Gross-Up Payment) in an amount that will place Executive in the same after-tax economic position as Executive would have been in had the Excise Tax not applied to the payment or benefit. The amount of the Gross-Up Payment shall be determined by Employers regular independent auditors. No Gross-Up Payment shall be payable hereunder if Employers auditors determine that such payments or benefits are not subject to an Excise Tax. Employer shall be responsible for the payment of any fees and expenses of such auditors for any services provided in connection with any determination of a Gross-Up Payment.

Excise Tax from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of April 1, 2005, between NEXTMEDIA GROUP, INC., a Delaware corporation (Employer) and CARL E. HIRSCH (Executive).

Excise Tax. Notwithstanding anything herein to the contrary, if it is determined that any payment or benefit provided by Employer to Executive (whether hereunder or otherwise, and including any payments or benefits provided pursuant to this Agreement) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), or any interest or penalties with respect to such excise tax or any other similar excise tax or surcharge imposed by any applicable federal or state law, rule or regulation (such excise tax or surcharge together with any interest or penalties thereon, the Excise Tax), then Executive shall be entitled to an additional cash payment (a Gross-Up Payment) in an amount that will place Executive in the same after-tax economic position as Executive would have been in had the Excise Tax not applied to the payment or benefit. The amount of the Gross-Up Payment shall be determined by Employers regular independent auditors. No Gross-Up Payment shall be payable hereunder if Employers auditors determine that such payments or benefits are not subject to an Excise Tax. Employer shall be responsible for the payment of any fees and expenses of such auditors for any services provided in connection with any determination of a Gross-Up Payment.

Excise Tax from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is dated as of April 1, 2005, between NEXTMEDIA GROUP, INC., a Delaware corporation (Employer) and SAMUEL WELLER (Executive).

Excise Tax. Notwithstanding anything herein to the contrary, if it is determined that any payment or benefit provided by Employer to Executive (whether hereunder or otherwise, and including any payments or benefits provided pursuant to this Agreement) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), or any interest or penalties with respect to such excise tax or any other similar excise tax or surcharge imposed by any applicable federal or state law, rule or regulation (such excise tax or surcharge together with any interest or penalties thereon, the Excise Tax), then Executive shall be entitled to an additional cash payment (a Gross-Up Payment) in an amount that will place Executive in the same after-tax economic position as Executive would have been in had the Excise Tax not applied to the payment or benefit. The amount of the Gross-Up Payment shall be determined by Employers regular independent auditors. No Gross-Up Payment shall be payable hereunder if Employers auditors determine that such payments or benefits are not subject to an Excise Tax. Employer shall be responsible for the payment of any fees and expenses of such auditors for any services provided in connection with any determination of a Gross-Up Payment.