iHeartMedia 2002 Annual Report Download - page 152

8 Withdrawal; Termination of Employment.
a. A Participant may withdraw from the Plan at any time by
giving notice to the Company or the Designated Broker, in such form as is
approved by the Company. If such withdrawal is received at least fifteen (15)
days prior to the Offering Date for the next Offering Period, such withdrawal
will be effective for the next Offering Period and for all future Offering
Period until such time as such Participant elects to participate in the Plan by
completing an Authorization Form as provided for in Section 3. If such
withdrawal is received after such time, it will be effective for the next
Offering Period following the one described in the prior sentence. Participant
may not withdraw from an ongoing Offering Period. Upon an effective withdrawal,
no further payroll deductions for the purchase of shares of Common Stock will be
made for such Participant.
b. Upon termination of a Participant’s status as an Employee
during the Offering Period for any reason, including voluntary or involuntary
termination, retirement or death, the payroll deductions credited to such
Participant’s account that have not yet been used to purchase shares of Common
Stock will be used to purchase Common Stock on the Exercise Date to which such
amounts relate and no future contributions will be made to the Plan. A
Participant’s status as an Employee shall not be considered terminated in the
case of a leave of absence agreed to in writing by the Company (including, but
not limited to, military and sick leave); provided, that, such leave is for a
period of not more than ninety (90) days or reemployment upon expiration of such
leave is guaranteed by contract or statute.
c. A Participant’s withdrawal from an offering will not have
any effect upon such Participant’s eligibility to participate in a succeeding
offering or in any similar plan which may hereafter be adopted by the Company if
such Participant remains eligible and has completed the appropriate forms
necessary for such participation.
9. Dividends and Interest.
a. Cash dividends paid on Common Stock held in a Participant’s
account shall be paid to such Participant as soon as administratively feasible.
Dividends paid in Common Stock or stock splits of the Common Stock shall be
credited to the accounts of Participants. Dividends paid in property other than
cash or Common Stock shall be distributed to Participants as soon as
practicable.
b. No interest shall accrue on or be payable with respect to
the payroll deductions of a Participant in the Plan.
10. Stock.
a. The maximum number of shares of Common Stock which shall be
reserved for sale under the Plan shall be 3,000,000, subject to adjustment upon
the occurrence of an event as provided in Section 15 hereof. If the total number
of shares which would otherwise be subject to options granted pursuant to
Section 4.a. hereof on an Offering Date exceeds the number of shares then
available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), the Committee shall make a pro rata
allocation of the shares remaining available for option grant in as uniform a
manner as shall be practicable and as it shall determine to be equitable. In
such event, the Committee shall give written notice to each Participant of such
reduction of the number of option shares affected thereby and shall similarly
reduce the rate of payroll deductions or refund contribution, if necessary.
b. Shares of Common Stock to be delivered to a Participant
under the Plan will be registered in the name of the Participant or, at the
election of the Participant, in the name of the Participant and another person
as joint tenants with rights of survivorship.
11. Administration. The Plan shall be administered by the Committee,
and the Committee may select an administrator to whom its duties and
responsibilities hereunder may be delegated. The Committee or its appointed
administrator, if any, shall have full power and authority, subject to the
provisions of the Plan, to promulgate such rules and regulations as it deems
necessary for the proper administration of the Plan, to interpret the provisions
and supervise the administration of the Plan, and to take all action in
connection therewith or in relation thereto as it deems necessary or advisable.
Any decision reduced to writing and signed by a majority of the members of the