iHeartMedia 2002 Annual Report Download - page 149

EXHIBIT 10.6
CLEAR CHANNEL COMMUNICATIONS, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Clear Channel Communications, Inc. 2000
Employee Stock Purchase Plan (the "Plan") is to provide employees of Clear
Channel Communications, Inc. (the "Company") and its Designated Subsidiaries
with an opportunity to acquire an interest in the Company through the purchase
of Common Stock of the Company, $.10 par value per share (the "Common Stock"),
with accumulated payroll deductions. The Company intends the Plan to not qualify
as an "employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Definitions.
a. "Authorization Form" shall mean a form or electronic
communication delivered to the Company or the stock brokerage or other financial
services firm designated by the Company (the "Designated Broker") by a
Participant, including, without limitation, electronic filing through the voice
response system ("VRS") maintained by the Designated Broker, authorizing payroll
deductions as set forth in Section 5 hereof and such other terms and conditions
as the Company from time to time may determine.
b. "Board" shall mean the Board of Directors of the Company.
c. "Committee" shall mean a committee of at least two members
of the Board appointed by the Board to administer the Plan and to perform the
functions set forth herein and who are "non-employee directors" within the
meaning of Rule 16b-3 as promulgated under Section 16 of the Securities Exchange
Act of 1934 (the "Exchange Act").
d. "Compensation" shall mean total cash renumeration payable
by the Company (or any Designated Subsidiary) to an Employee, including an
Employee’s portion of salary deferral contributions pursuant to Section 401(k)
of the Code and any amount excludable pursuant to Section 125 of the Code.
Notwithstanding the foregoing, Compensation shall exclude severance payments,
vacation pay and commissions paid after the termination of service, amounts
realized from the exercise of a nonqualified stock option, or when restricted
stock (or property) held by an Employee either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture; amounts realized from the
sale, exchange or other disposition of stock acquired under a stock option
described in Part II, Subchapter D, Chapter I of the Code; or other amounts
which receive special tax benefits, such as premiums for group term life
insurance or fringe benefits excludable from income under Section 132 of the
Code.
e. "Designated Subsidiaries" shall mean all Subsidiaries
designated by the Board from time to time, in its sole discretion, as eligible
to participate in the Plan.
f. "Eligible Employee" shall mean any Employee.
"Employee" shall mean any person, including an officer, who is regularly
employed by the Company or one of its Designated Subsidiaries in a position
classified by the Company as full-time and such Employee has been so employed in
such position for at least two (2) consecutive months, and is paid through
either the Company’s or a Designated Subsidiaries’ payroll and such pay is
reported to the Internal Revenue Service on Form W-2 and not on Internal Revenue
Service Form 1099 (whether or not such respective form was appropriately used).
An individual is classified as full-time if such individual is expected to work
for the Company or one of its Designated Subsidiaries for thirty (30) or more
hours a week throughout the year. Notwithstanding the foregoing, the term
"Employee" specifically excludes the following classes of individuals and such
individuals are ineligible to participate in the Plan, regardless of whether the
individual is determined to be a "common law employee" of the Company or any
Designated Subsidiary by the Internal Revenue Service, Department of Labor,
court or other tribunal of competent jurisdiction or other government agency:
(i) any leased employee; (ii) any individual who signs an agreement or contract
with the Company or any Designated Subsidiary stating that he/she is not
eligible to participate in the Plan; (iii) any individual the Company or any
Designated Subsidiary treats as an independent contractor (whether or not