iHeartMedia 2002 Annual Report Download - page 158

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the following events: (i) any "person," as such term is used in Sections 3(a)(9)
and 13(d) of the Securities Exchange Act of 1934 (other than the Executive or
entities controlled by the Executive), becomes a beneficial owner of 50% or more
of the voting power of the Company; (ii) all or substantially all of the assets
or business of the Company are disposed of pursuant to a merger, consolidation,
sale or other transaction (unless the shareholders of the Company, immediately
prior to such merger, consolidation or other transaction beneficially own,
directly or indirectly, in substantially the same proportion as they owned the
voting power of the Company, all of the voting power or other ownership
interests of the entity or entities, if any, that succeed to the business of the
Company); (iii) the Company combines with another company and, immediately after
such combination, (A) the shareholders of the Company immediately prior to the
combination do not hold, directly or indirectly, more than 50% of the voting
power of the combined company or (B) the members of the Board immediately prior
to the Board’s approval of the merger transaction do not constitute a majority
of the combined company’s board of directors; (iv) the majority of the Board
consists of individuals other than incumbent directors (which term shall mean
members of the Board as of the effective date of this Agreement), except that
any person who becomes a director subsequent to such date whose election or
nomination was supported by two-thirds of the directors who then comprise the
incumbent directors shall be considered an incumbent director; (v) (A) a direct
or indirect (including by sale or transfer of any intermediate holding company)
sale or transfer of the voting securities of the Entertainment Businesses
(including by way of merger, consolidation or similar transaction) following
which one or more persons other than the Company beneficially owns 50% or more
of the voting power of the Entertainment Businesses or (B) a sale or transfer of
all or substantially all of the assets of the Entertainment Businesses; or (vi)
the liquidation or dissolution of the Company or the Entertainment Businesses.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of the Executive’s employment with the Company, the
Company will provide the Executive with access to certain confidential
information, trade secrets, and other matters which are of a confidential or
proprietary nature, including but not limited to the Company’s customer lists,
formatting and programming concepts and plans, pricing information, production
and cost data, compensation and fee information, strategic business plans,
budgets, financial statements, and other information the Company treats as
confidential or proprietary (collectively the "Confidential Information"). The
Company agrees to provide on an ongoing basis such Confidential Information as
the Company deems necessary or desirable to aid the Executive in the performance
of his duties. The Executive understands and acknowledges that such Confidential
Information is confidential and proprietary, and agrees not to disclose such
Confidential Information to anyone outside the Company except to the extent that
(i) the Executive deems such disclosure or use reasonably necessary or
appropriate in connection with performing his duties on behalf of the Company;
(ii) the Executive is required by order of a court of competent jurisdiction (by
subpoena or similar process) to disclose or discuss any Confidential
Information, provided that in such case, the Executive shall promptly inform the
Company of such event, shall cooperate with the Company in attempting to obtain
a protective order or to otherwise restrict such disclosure, and shall only
disclose Confidential Information to the minimum extent necessary to comply with
any such court order; or (iii) such Confidential Information becomes generally
known to and available for use in the industries in which the Company does
business, other than as a result of any action or inaction by the Executive. The
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