iHeartMedia 2002 Annual Report Download - page 162

assigns or reassigns to any subsidiary or affiliate of the Company any live
entertainment businesses over the Executive’s objections under Paragraph 2;
provided, however, that the Executive shall give the Company written notice of
any actions alleged to constitute Good Reason and the Company shall have a
reasonable opportunity (of not less than 30 days duration) to cure any such
alleged Good Reason.
8. COMPENSATION UPON TERMINATION.
(a) DEATH. If the Executive’s employment with the Company terminates by
reason of his death, the Company will, within 90 days, pay in a lump sum amount
to such person as the Executive shall designate in a notice filed with the
Company or, if no such person is designated, to the Executive’s estate, the
Executive’s accrued and unpaid base salary, and any payments to which the
Executive’s spouse, beneficiaries, or estate may be entitled under any
applicable employee benefit plan (according to the terms of such plans and
policies).
(b) DISABILITY. If the Executive’s employment with the Company
terminates by reason of his disability, the Company shall, within 30 days, pay
in a lump sum amount to the Executive his accrued and unpaid base salary, and
any payments to which he may be entitled under any applicable employee benefit
plan (according to the terms of such plans and policies).
(c) TERMINATION BY THE COMPANY FOR CAUSE OR TERMINATION BY THE
EXECUTIVE WITHOUT GOOD REASON. If the Executive’s employment with the Company is
terminated by the Company for Cause or if the Executive terminates his
employment with the Company without Good Reason, the Company will, within 30
days, pay in a lump sum amount to the Executive his accrued and unpaid base
salary, and any payments to which he may be entitled under any applicable
employee benefit plan (according to the terms of such plans and policies).
(d) TERMINATION BY THE COMPANY WITHOUT CAUSE OR TERMINATION BY THE
EXECUTIVE FOR GOOD REASON. If the Executive’s employment with the Company is
terminated by the Company without Cause or if the Executive terminates his
employment with the Company for Good Reason, the Company will, within 30 days,
pay in a lump sum amount to the Executive (i) his accrued and unpaid base
salary, any payments to which he may be entitled under any applicable employee
benefit plan (according to the terms of such plans and policies) and (ii) an
amount equal to two times his current annual base salary, subject to signing by
the Executive of a general release of claims exclusively arising under this
Agreement in a form and manner reasonably satisfactory to the Company. In
addition, all unvested stock options granted to the Executive before the date of
the Executive’s termination shall fully vest, effective as of the date of the
Executive’s termination, and the Executive will thereafter have the remainder of
the term of each stock option to exercise such stock options. Under no
circumstances shall the Executive be required to mitigate his damages, whether
by seeking other employment or otherwise, in order to be entitled to any benefit
under this Agreement, nor shall such benefits be offset by any compensation
which the Executive may receive from other employment.
(e) EFFECT OF COMPLIANCE WITH COMPENSATION UPON TERMINATION PROVISIONS.
Upon complying with Paragraphs 8(a) through 8(d) above, as applicable, the
Company will have no further obligations to the Executive except as otherwise
expressly provided under this Agreement, provided that such compliance will not
adversely affect or alter the Executive’s
8