iHeartMedia 2002 Annual Report Download - page 153

Committee or its appointed administrator, if any, shall be fully effective as if
it had been made at a meeting duly held. The Company will pay all expenses
incurred in the administration of the Plan. No member of the Committee or its
appointed administrator, if any, shall be personally liable for any action,
determination, or interpretation made in good faith with respect to the Plan,
and all members of the Committee or its appointed administrator, if any, shall
be fully indemnified by the Company with respect to any such action,
determination or interpretation.
12 Designation of Beneficiary.
a. A Participant may file, on forms supplied by and delivered
to the Company, a written designation of a beneficiary who is to receive any
shares and cash in the event of the Participant’s death.
b. Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the Participant or, if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may delivery
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the Participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
13. Transferability. Neither payroll deductions credited to a
Participant’s account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 12 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with Section 8 hereof.
14. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
15. Effect of Certain Changes. In the event of any increase, reduction,
or change or exchange of shares of Common Stock for a different number or kind
of shares or other securities of the Company by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, stock dividend, stock
split or reverse stock split, combination or exchange of shares, repurchase of
shares, change in corporate structure, distribution of an extraordinary dividend
or otherwise, the Committee shall conclusively determine the appropriate
equitable adjustments, if any, to be made under the Plan, including without
limitation adjustments to the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under
option, as well as the price per share of Common Stock covered by each option
under the Plan which has not yet been exercised.
16. Amendment or Termination.
a. The Board may at any time terminate or amend the Plan.
Notwithstanding the foregoing, the Board may appoint an administrative committee
to the Plan which may approve amendments to the Plan with or without prior
approval or subsequent ratification by the Board, if the amendment does not
significantly change the benefits provided under the Plan, does not
significantly increase the costs of the Plan, and is intended to facilitate
administration of the Plan or to improve its operations. Except as provided in
Section 15 hereof, no such termination can adversely affect options previously
granted and no amendment may make any change in any option theretofore granted
which adversely affects the rights of any Participant; provided, that, the Plan
or any Offering Period may be terminated by the Board at any time on or before
an Exercise Date or by the Board’s setting a new Exercise Date with respect to
an Offering Period then in progress if the Board determines that termination of
the Plan and/or the Offering Period is in the best interest of the Company and
its stockholders or if continuation of the Plan and/or the Offering Period would
cause the Company to incur adverse accounting changes as a result of a change in
generally accepted accounting rules. No amendment shall be effective unless
approved by the stockholders of the Company if stockholder approval of such
amendment is required to comply with any law, regulation or stock exchange rule.