iHeartMedia 2002 Annual Report Download - page 151

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below; subject to the limitations set forth in section 4.c. and 10 hereof.
b. The option price per share of the Common Stock subject to
an offering shall be eighty-five percent (85%) of the Fair Market Value of a
share of Common Stock on the Exercise Date.
c. No Participant shall be permitted to contribute more than
$25,000 per Plan Year to purchase Common Stock under the Plan.
d. No Participant may be granted an option if, upon such
grant, such Participant would own immediately after the grant of an option under
the Plan and applying the rules of Section 424(d) of the Code in determining
stock ownership shares, and/or hold outstanding options to purchase shares,
possessing five percent (5%) or more of the total combined voting power or value
of all classes of shares of the Company.
5. Payroll Deductions.
a. A Participant may, in accordance with rules adopted by the
Committee and the Designated Broker, submit or electronically file an
Authorization Form through the VRS or other means maintained by the Designated
Broker that authorizes a payroll deduction of any whole percentage from one (1)
percent to ten (10) percent of such Participant’s Compensation on each pay
period paid during the Offering Period. A Participant may increase or decrease
such payroll deduction (including a cessation of payroll deductions) effective
as of the start of the next Offering Period, provided the Employee submits or
electronically files the Authorization Form through the VRS or other means
maintained by the Designated Broker requesting such change by the date required
by the Company or otherwise properly contacts the Designated Broker.
b. All payroll deductions made by a Participant shall be
credited to such Participant’s account under the Plan. A Participant may not
make any additional payments into such account.
6. Exercise of Option.
a. A Participant’s election to purchase shares will be
exercised automatically on the Exercise Date, and the maximum number of shares
(including fractional shares) subject to such option will be purchased for such
Participant at the applicable option price with the accumulated payroll
deductions for such Offering Period in such Participant’s account. During a
Participant’s lifetime, his or her option to purchase shares hereunder is
exercisable only by such Participant.
b. The shares of Common Stock purchased upon exercise of an
option hereunder shall be credited to the Participant’s account under the Plan
and shall be deemed to be transferred to the Participant on the Exercise Date
and, except as otherwise provided herein, the Participant shall have all rights
of a stockholder with respect to such shares.
7. Delivery of Common Stock. As promptly as practicable after receipt
by the Designated Broker of a request for withdrawal of Common Stock from any
Participant, the Designated Broker shall arrange the delivery to such
Participant of a stock certificate representing the shares of Common Stock which
the Participant requests to withdraw (or deliver such shares to the
Participant’s brokerage account maintained at his or her broker); provided,
that, unless otherwise determined by the Committee in its sole discretion, no
Common Stock held for less than one-year will be distributed to a Participant.
Fractional shares shall be paid in cash. Shares of Common Stock received upon
stock dividends or stock splits shall be treated as having been purchased on the
Exercise Date of the shares to which they relate. Upon a termination of
employment for any reason, as soon as administratively feasible following the
ninetieth (90th) day after such termination, the Designated Broker shall deliver
to such a Participant a stock certificate representing the shares of Common
Stock credited to a Participant’s account (fractional shares to be paid in cash)
unless such Participant notifies the Designated Broker of an alternative
delivery method within such period; provided, that, if such termination is due
to death, such shares shall be delivered as soon as administratively possible
following the first anniversary of such death unless a Participant’s beneficiary
or estate, as the case may be, notifies the Designated Broker of an alternative
delivery method within such period.