iHeartMedia 2002 Annual Report Download - page 150

such treatment is correct); or (iv) an employee whose terms and conditions of
employment are subject to a collective bargaining agreement, unless the
agreement specifically provides coverage under the Plan.
g. any individual who is included in a unit of employees
covered by a collective bargaining agreement.
h. "Exercise Date" shall mean, with respect to each Offering
Period, the first business day occurring on or after the fifteenth (15th) day
following the Closing Date for such Offering Period in which payroll deductions
are made under the Plan.
i. "Fair Market Value" per share as of a particular date shall
mean the last reported sale price (on the last trading date immediately prior to
such date) of the Common Stock on the New York Stock Exchange or such other
exchange or national quotation system that the Common Stock is then trading.
j. "Offering Date" shall mean the first day of each month
during each Plan Year; provided, that, the Committee shall have the power to
change the Offering Date.
k. "Offering Period" shall mean a period of time during the
effectiveness of the Plan, commencing on each Offering Date and ending on the
last day of the month in which each such Offering Date occurs (the "Closing
Date").
l. "Participant" shall mean an Employee who participates in
the Plan.
m. "Plan Year" shall mean the period beginning on April 1,
2000 and ending on December 31, 2000 and each calendar year thereafter.
n. "Subsidiary" shall mean any corporation, if any, having the
relationship to the Company described in Section 424(f) of the Code.
3. Eligibility and Participation.
a. Any person who is an Eligible Employee prior to an Offering
Date shall be eligible to become a Participant in the Plan beginning on that
Offering Date and shall become a Participant as of that Offering Date by
properly completing an Authorization Form and submitting or electronically
filing it through the VRS or other means maintained by the Designated Broker by
the date required by the Company. Such authorization will remain in effect for
subsequent Offering Periods, until modified or terminated by the Participant.
b. Any person who first becomes an Eligible Employee during an
Offering Period shall be eligible to become a Participant in the Plan as of the
first day of the Offering Period beginning after the date on which that person
became an Eligible Employee and shall become a Participant as of such date by
properly completing an Authorization Form and submitting or electronically
filing it through the VRS or other means maintained by the Designated Broker by
the date required by the Company. Such authorization will remain in effect for
subsequent Offering Periods, until modified or terminated by the Participant.
c. A person shall cease to be a Participant upon the earliest
to occur of:
(i) the date the Participant ceases to be an
Eligible Employee for any reason;
(ii) the first day of the Offering Period
beginning after the date on which the Participant
ceases payroll deductions under the Plan; or
(iii) the date of a withdrawal from the Plan
by the Participant.
4. Grant of Option.
a. On each Offering Date, the Company shall grant each
Eligible Employee an option to purchase a maximum number of shares (including
fractional shares) of Common Stock equal to the quotient where the numerator is
equal to the product of (i) and (ii), where (i) is the percentage of the
Participant’s Compensation which he has elected to have withheld in accordance
with Section 5 of the Plan and (ii) is such Participant’s Compensation during
the relevant Offering Period and the denominator is equal to the option price as
determined by Section 4.b.