iHeartMedia 2004 Annual Report Download - page 119

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its Affiliates) beneficially owns, directly or indirectly, 20% or more of
the total voting power of the Surviving Corporation (a "Non-Qualifying
Transaction"); or
(4) Board approval of a liquidation or dissolution of
the Company, unless the voting common equity interests of an ongoing
entity (other than a liquidating trust) are beneficially owned, directly
or indirectly, by the Company’s shareholders in substantially the same
proportions as such shareholders owned the Company’s outstanding voting
common equity interests immediately prior to such liquidation and such
ongoing entity assumes all existing obligations of the Company to
Executive under this Agreement.
7. Termination Procedure.
(a) Notice of Termination. Any termination of Executive’s
employment by the Company or by Executive during the Employment Period (other
than termination pursuant to Section 6(a)) shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 14.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the
provision so indicated.
(b) Date of Termination. "Date of Termination" shall mean (i)
if Executive’s employment is terminated by his death, the date of his death,
(ii) if Executive’s employment is terminated pursuant to Section 6(b), thirty
(30) days after Notice of Termination (provided that Executive shall not have
returned to the substantial performance of his duties on a full-time basis
during such thirty (30) day period), and (iii) if Executive’s employment is
terminated for any other reason, the date on which a Notice of Termination is
given or any later date (within thirty (30) days after the giving of such
notice) set forth in such Notice of Termination.
8. Compensation Upon Termination or During Disability. In the event
Executive is disabled or his employment terminates during the Employment Period,
the Company shall provide Executive with the payments and benefits set forth
below. Executive acknowledges and agrees that the payments set forth in this
Section 8 constitute liquidated damages for termination of his employment during
the Employment Period.
(a) Termination By Company without Cause or By Executive for
Good Reason. If Executive’s employment is terminated by the Company without
Cause or by Executive for Good Reason:
(i) within five (5) days following such termination, the
Company shall pay to Executive (A) his Base Salary, Bonus and accrued
vacation pay through the Date of Termination, as soon as practicable
following the Date of Termination, and (B) a lump-sum cash payment equal
to seven (7) times (the "Severance Multiple") the sum of Executive’s Base
Salary and highest Bonus paid to Executive in the three year period
preceding such termination (including, for this purpose, any and all
bonuses paid to
7