iHeartMedia 2003 Annual Report Download - page 145

group health, hospitalization and disability or other insurance plans, paid
vacation, sick leave and other employee welfare benefit plans in which other
similarly situated employees of the Company may participate as stated in the
employee guide.
(d) EXPENSES. The Company will pay or reimburse the Employee for all
normal and reasonable travel and entertainment expenses incurred by the Employee
in connection with the Employee’s responsibilities to the Company upon
submission of proper vouchers in accordance with the Company’s expense
reimbursement policy.
(e) STOCK OPTIONS. As additional, specific consideration to Employee for
entering into this Agreement, Employee shall receive 25,000 options to purchase
Clear Channel Stock subject to the terms and conditions as set by the Board at
its February 2004 meeting. Any future stock option grants will be granted based
upon the performance of the Employee, which will be assessed in the sole
discretion of the Company and the Compensation Committee of the Board. All
option grants shall be made under the terms and conditions set forth in the
applicable Clear Channel Communications Stock Option Plan under which they are
issued. The Company reserves the right to modify any future Company incentive
compensation or stock option plan with respect to the change of control, the
granting of restricted stock or any other provision of such plans. The Company’s
obligations under this agreement to the Employee in the area of stock options
are conditioned upon and subject to the Company’s future decision, in its sole
discretion, to: 1) alter, suspend or discontinue its stock option grant program;
or 2) replace the program with an alternative form or method of compensation.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
During the course of the Employee’s employment with the Company, the
Company will provide the Employee 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,
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 provides on an ongoing basis such
Confidential Information as the Company deems necessary or desirable to aid the
Employee in the performance of his duties. The Employee 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 Employee deems such disclosure or use
reasonably necessary or appropriate in connection with performing his duties on
behalf of the Company; (ii) the Employee 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 Employee 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 Employee. The Employee further agrees that he will not during
employment and/or at any time thereafter use such Confidential Information in
competing, directly or indirectly, with the Company. At such time as the
Employee shall cease to be employed by the Company, he will immediately turn
over to the Company all Confidential Information, including papers, documents,
writings, electronically stored information, other property, and all copies of
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