Pursuant to the terms of the Agreement, Mr. Ailes will receive a base salary at an annual rate of $5,000,000. Mr. Ailes is entitled to receive a minimum annual bonus of $1,000,000 for the fiscal years ending June 30, 2009 and June 30, 2010 and $1,250,000 for the fiscal years ending June 30, 2011, June 30, 2012 and June 30, 2010. Mr. Ailes is also eligible to receive annual performance-based bonuses based on the earnings before interest, taxes, depreciation and amortization ("EBITDA") of the News Channel (the "News Channel Bonus"). The bonus payable for the fiscal year ending June 30, 2009 ranges from $0 to $5.5 million, with the high end of the range increasing each year up to $10 million for the fiscal year ending June 30, 2013. These bonus payable amounts are based on the EBITDA targets approved by the Compensation Committee.

In addition, the terms of the Agreement provides that Mr. Ailes is entitled to receive shares of the Company's Class A Common Stock ("Bonus Stock") upon the occurrence of each of the following events: (i) 250,000 shares when the EBITDA of the Business Channel is equal or greater than breakeven and (ii) 350,000 shares when the EBITDA of the Business Channel is equal to or greater than $100,000,000.

Pursuant to the terms of the Agreement, Mr. Ailes is entitled to participate in any equity, profit-sharing, pension, group medical, dental, disability and life insurance and other similar benefit plans presently in effect or to be adopted by the Company that are applicable to the highest level of senior executives of the Company. In addition, Mr. Ailes is entitled to participate in, and the Company will pay for, group medical, dental, disability and life insurance and other similar benefit plans presently in effect or to be adopted by the Company that is applicable to the highest level of senior executives of the Company during his lifetime. Upon Mr. Ailes' death, Mr. Ailes' surviving spouse and eligible dependents will continue to be provided with Company health and welfare benefits under the same terms and conditions as are applicable to the highest level of senior executives of the Company.

The Agreement provides Mr. Ailes with the use of an automobile and driver, use of the Company jet or charter jet for business travel and security services for Mr. Ailes and his family.

If Mr. Ailes' employment is terminated by reason of his death, his estate or beneficiaries will be entitled to: (i) his base salary through the date of death; (ii) the full minimum annual bonus for the fiscal year in which his death occurs and one-half of the minimum annual bonus for the next fiscal year; (iii) exercise any stock options, including any unvested stock options which are to immediately vest as of the date of death, for a period of twelve months following the date of death; (iv) payment of any unvested restricted stock units ("RSUs") and Bonus Stock; and (v) any other or additional benefits in accordance with applicable plans or programs of the Company.

If Mr. Ailes' employment is terminated by reason of his disability (as defined in the Agreement), he will be entitled to: (i) his base salary through the one year anniversary of the date of termination; (ii) the full minimum annual bonus for the fiscal year in which termination occurs and one-half of minimum annual bonus for the next fiscal year; (iii) the right to exercise any stock options, including any unvested stock options which will immediately vest as of the date of termination, for a period of twelve months following the date of termination; (iv) payment of any unvested RSUs and Bonus Stock; (v) continued participation for life in medical, dental, hospitalization and life insurance coverage and in all other employee plans and programs in which he was participating on the date of termination in accordance with the terms of such plans; and (vi) any other or additional benefits in accordance with applicable plans and programs of the Company.

If Mr. Ailes' employment is terminated for cause (as defined in the Agreement), Mr. Ailes will be entitled to receive his full base salary through the date of termination and any other or additional benefits in accordance with applicable plans and programs of the Company.