iHeartMedia 2002 Annual Report Download - page 161

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business, operation, corporation, partnership, association, agency, or other
person or entity with which the Executive may be associated (other than the
Company), the Executive will immediately send notice to the Company identifying
the employee and certifying that the Executive did not breach any provision of
this nonsolicitation covenant.
7. TERMINATION.
The Executive’s employment with the Company may be terminated under the
following circumstances:
(a) DEATH. The Executive’s employment with the Company shall terminate
upon his death.
(b) DISABILITY. The Company may terminate the Executive’s employment
with the Company if, as a result of the Executive’s incapacity due to physical
or mental illness, the Executive is unable to perform his duties under this
Agreement on a full-time basis for more than 90 days in any 12 month period, as
determined by the Board.
(c) TERMINATION BY THE COMPANY. The Company may terminate the
Executive’s employment with the Company for any reason, or may terminate his
employment with the Company for Cause. A termination for Cause must be for one
or more of the following reasons: (i) conduct by the Executive constituting a
material act of willful misconduct in connection with the performance of his
duties, including, without limitation, misappropriation of funds or property of
the Company or any of its affiliates other than the occasional, customary and de
minimis use of Company property for personal purposes; (ii) continued, willful
and deliberate non-performance by the Executive of his duties hereunder (other
than by reason of the Executive’s physical or mental illness, incapacity or
disability) where such non-performance has continued for more than 30 days
following written notice of such non-performance from the Board; (iii) the
Executive’s refusal or failure to follow lawful directives of the Chief
Operating Officer of the Company or the Board where such refusal or failure has
continued for more than 30 day:; following written notice of such refusal or
failure from the Board; (iv) a criminal conviction of the Executive, a plea of
nolo contendere by the Executive, or other conduct by the Executive that, as
determined in the sole discretion of the Board, has resulted in, or would result
in if he were retained in his position with the Company, material injury to the
reputation of the Company, including, without limitation, conviction of fraud,
theft, embezzlement, or a crime involving moral turpitude; or (v) a breach by
the Executive of any of the provisions contained in Paragraphs 4, 5, and 6 of
this Agreement; or (vi) a violation by the Executive of the Company’s written
employment policies where such violation has continued for more than 30 days
following written notice of such violation from the Board.
(d) TERMINATION BY THE EXECUTIVE. The Executive may terminate his
employment with the Company for any reason, or may terminate his employment for
Good Reason. "Good Reason" shall mean (i) the Company’s material breach of any
provision hereof, (ii) any material adverse change in the Executive’s job
responsibilities, duties, authority, status, or title; (iii) the failure of the
Company to obtain the assumption by any successor to the Company, or assignee of
this Agreement to the extent permitted under Paragraph 9, of the obligations
imposed upon the Company under this Agreement, as required by Paragraph 9; or,
(iv) the Chief Operating Officer
7